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This Contract and its exhibit and attachments are intended as the complete integration of all understandings between
<br />the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect
<br />whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other
<br />amendment hereto shall have any force or effect unless embodied in writing executed and approved pursuant to the
<br />State Fiscal Rules.
<br />Section 20. Survival of Certain Contract Terms
<br />Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this
<br />Contract and the exhibits and attachments hereto which may require continued performance, compliance, or effect
<br />beyond the termination date of the Contract shall survive such termination date and shall be enforceable by the State
<br />as provided herein in the event of such failure to perform or comply by the Contractor.
<br />Section 21. Modification and Amendment
<br />This Contract is subject to such modifications as may be required by changes in Federal or State law, or their
<br />implementing regulations. Any such required modification shall automatically be incorporated into and be part of this
<br />Contract on the effective date of such change as if finlly set forth herein. Except as provided above, or except as may
<br />otherwise be authorized by terms of this Contract, no modification of this Contract shall be effective unless agreed to
<br />in writing by both parties in an amendment to this Contract that is properly executed and approved in accordance with
<br />applicable law.
<br />Section 22. CDOT Special Provision
<br />Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims,
<br />damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result
<br />of any act or omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of
<br />this contract.
<br />Section 23. Statewide Contract Management System
<br />If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective Date
<br />or at anytime thereafter, this §23 applies.
<br />Contractor agrees to be governed, and to abide, by tine provisions of CRS §24 -102- 205, §24 -102 -206, §24- 103 -601,
<br />§24 -I03.5 -101 and §24- 105 -102 concerning the monitoring of vendor performance on state contracts and inclusion
<br />of contract performance information in a statewide contract management system.
<br />Contractor's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of
<br />this Contract, State law, including CRS §24- 103.5 -101, and State Fiscal Rules, Policies and Guidance. Evaluation and
<br />Review of Contractor's performance shall be part of tine normal contract administration process and Contractor's
<br />performance will be systematically recorded in the statewide Contract Management System. Areas of Evaluation and
<br />Review shalt include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to the
<br />performance of Contractor's obligations under this Contract shall be determined by the specific requirements of such
<br />obligations and shall include factors tailored to match the requirements of Contractor's obligations. Such performance
<br />information shall be entered into the statewide Contract Management System at intervals established herein and a final
<br />Evaluation, Review and Rating shall be rendered within 30 days of the end of the Contract term. Contractor shall be
<br />notified following each performance Evaluation and Review, and shall address or correct any identified problem in a
<br />timely manner and maintain work progress.
<br />Should the final performance Evaluation and Review determine that Contractor demonstrated a gross failure to meet
<br />the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel
<br />and Administration (Executive Director), upon request by the Colorado Department of Transportation, and showing
<br />of good cause, may debar Contractor and prohibit Contractor from bidding on future contracts. Contractor may contest
<br />tine final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or
<br />correction of tine 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 tine reversal of the
<br />debarient and reinstatement of Contractor, by the Executive Director, upon showing of good cause.
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