MINES’ POLICY LIBRARY

A. FUND AVAILABILITY. CRS §24-30-202(5.5).
Financial obligations of Mines payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.

B. GOVERNMENTAL IMMUNITY.

No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, and no such waiver is intended, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §§24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended.

C. INDEPENDENT CONTRACTOR.

[insert vendor name] (“Contractor”) shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of Mines. Contractor shall not have authorization, express or implied, to bind Mines to any agreement, liability, or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through Mines and Mines shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Contractor shall (a) Contractor shall (a) provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by Mines, and (c) be solely responsible for its acts and those of its employees and agents. Regardless of any access, use of Mines facilities, Mines infrastructure, Mines software or email, Contractor shall at all times maintain and control its independence from Mines and the State of Colorado and shall not be considered an employee or representative of Mines under any circumstance. Failure by Contractor to represent and hold itself out as an independent contractor for purposes of its work with Mines shall be considered a breach of this Agreement.

D. INDEMNIFICATION.

Contractor shall indemnify, save, and hold harmless Mines, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees pursuant to the terms of this Agreement; however, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §§24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended.

E. COMPLIANCE WITH LAW.

Contractor shall strictly comply with all applicable federal and state laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination, unfair employment practices, and data privacy or protection.

F. CHOICE OF LAW, JURISDICTION, AND VENUE.

Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement, without regard to conflict of law provisions. Any provision included or incorporated herein by reference which conflicts with said laws, rules, or regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held exclusively in the State of Colorado and exclusive venue shall be in the City and County of Denver. Contractor consents to jurisdiction in the State of Colorado.

G. BINDING ARBITRATION PROHIBITED.

Neither the State of Colorado nor Mines agrees to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void.

H. PROHIBITED TERMS.

Any term included in this Agreement that requires Mines to indemnify or hold Contractor harmless; requires Mines to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of CRS §24-106-109.

I. SOFTWARE PIRACY PROHIBITION. Governor’s Executive Order D 002 00.

Mines’ or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Agreement and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If Mines determines that Contractor is in violation of this provision, Mines may declare a breach of this Agreement and exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions.

J. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507.

The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s services and Contractor shall not employ any person having such known interests.

K. MINES DATA

During the course of this Agreement, Contractor may receive personally identifiable information or other confidential information that is considered data (“Mines Data”). Contractor will only collect Mines Data necessary to fulfill its duties as outlined within a scope of work and Contractor is prohibited from using the Mines Data for any other purposes, including mining or scanning of content within the data, unless otherwise permitted by Mines in writing.

L. FAMILY EDUCATION RIGHTS AND PRIVACY ACT

If Contractor receives or has access to Mines Data which includes student “education records”, then Contractor shall be deemed a “school official,” as defined by the Family Education Rights and Privacy Act (FERPA), 20 U.S.C. 1232g, et seq. and the regulations promulgated thereunder. Such records will be subject to FERPA non-disclosure requirements, and are considered confidential under the terms of this Agreement. Contractor shall ensure that access to education records is limited to those employees of Contractor that are essential to the performance of the Agreement. Contractor agrees that it shall not use education records for any purpose other than in the performance of this Agreement. Except as required or permitted by law, Contractor shall not disclose or share education records with any third party unless permitted by the terms of the Agreement. Any education records held by the Contractor will be made available to Mines upon request.

M. DATA PROTECTION

Contractor will store and process Mines Data in accordance with industry best practices, including appropriate administrative, physical, and technical safeguards to secure Mines Data from unauthorized access, disclosure, and use. Contractor will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Contractor will maintain a written incident response plan that requires prompt notification to Mines of any security or privacy incident, as well as best practices for responding to a breach of PII. Contractor agrees to share its incident response plan upon request. Contractor and any subcontractors shall return any information that is accessible and readable in accordance with C.R.S. § 24-73-101, 102, and FERPA to Mines upon termination of this Agreement. Contractor and subcontractors shall securely destroy any remaining Data in Contractor or subcontractor’s possession upon expiration of the retention period set forth in this Agreement or within ninety (90) days of termination of this Agreement.

N. EXTERNAL TERMS AND CONDITIONS (CLICK-THROUGH).

Notwithstanding anything to the contrary in the Agreement, or incorporated into the Agreement, or executed in writing separately by the Parties; Mines shall not be subject to any provision included in any terms, conditions, or agreements appearing on Contractor’s or a subcontractor’s website or any provision incorporated into any click-through or online agreements related to the purpose of this Agreement, unless that provision is specifically referenced in this Agreement.

O. PROTECTION OF MINORS.

Mines is committed to the safety of all individuals in its community and has implemented a Policy on the Protection of Minors at https://www.mines.edu/policy-library/protection-of-minors/. The Contractor affirms that that they are aware that individuals under the age of 18 may be present on campus during the performance of this Agreement and the Contractor has taken reasonable precautions regarding their employees, volunteers, or participants to protect the safety and wellbeing of minors and ensure compliance with applicable laws. By signing this agreement, the Contractor certifies that they are aware of, and will comply with, all aspects of Mines’ Policy on the Protection of Minors at https://www.mines.edu/policy-library/protection-of-minors/.