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Contract Management System at intervals established herein and a final Evaluation, Review and Rating shall be
<br />rendered within 30 days of the end of the Contract term. Contractor shall be notified following each
<br />performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and
<br />maintain work progress.
<br />Should the final performance Evaluation and Review determine that Contractor demonstrated a gross failure to
<br />meet the performance measures established hereunder, the Executive Director of the Colorado Department of
<br />Personnel and Administration (Executive Director), upon request by the CWCB, and showing of good cause,
<br />may debar Contractor and prohibit Contractor from bidding on future contracts. Contractor may contest the final
<br />Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or
<br />correction of the evaluation (CRS §24 -105- 102(6)), or (b) under CRS §24- 105- 102(6), exercising the debarment
<br />protest and appeal rights provided in CRS § §24 -109 -106, 107, 201 or 202, which may result in the reversal of
<br />the debarment and reinstatement of Contractor, by the Executive Director, upon showing of good cause.
<br />20. GENERAL PROVISIONS
<br />A. Assignment and Subcontracts
<br />Contractor's rights and obligations hereunder are personal and may not be transferred, assigned or
<br />subcontracted without the prior, written consent of the State. Any attempt at assignment, transfer,
<br />subcontracting without such consent shall be void. All assignments, subcontracts, or subcontractors
<br />approved by Contractor or the State are subject to all of the provisions hereof. Contractor shall be solely
<br />responsible for all aspects of subcontracting arrangements and performance.
<br />B. Binding Effect
<br />Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and
<br />burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors,
<br />and assigns.
<br />C. Captions
<br />The captions and headings in this Contract are for convenience of reference only, and shall not be used to
<br />interpret, define, or limit its provisions.
<br />D. Counterparts
<br />This Contract may be executed in multiple identical original counterparts, all of which shall constitute one
<br />agreement.
<br />E. Entire Understanding
<br />This Contract represents the complete integration of all understandings between the Parties and all prior
<br />representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions,
<br />deletions, or other changes hereto shall not have any force or affect whatsoever, unless embodied herein.
<br />F. Indemnification
<br />Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all
<br />claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs,
<br />incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or
<br />assignees pursuant to the terms of this Contract; however, the provions hereof shall not be construed or
<br />interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other
<br />provisions, of the Colorado Governmental Immunity Act, CRS §24 -10 -101 et seq., or the Federal Tort
<br />Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended.
<br />G. Jurisdction and Venue
<br />All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and
<br />exclusive venue shall be in the City and County of Denver.
<br />H. Modification
<br />i. By the Parties
<br />Except as specifically provided in this Contract, modifications of this Contract shall not be effective
<br />unless agreed to in writing by both parties in an amendment to this Contract, properly executed and
<br />approved in accordance with applicable Colorado State law, State Fiscal Rules. Modifications
<br />permitted under this Contract, other than contract amendments, shall be conform the Policies of the
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