|
DocuSign Envelope ID: B458D7FB-FB93-4775-A3CB-AC48CB34C275
<br />Contractor Representations - Qualifications/Licenses/Approvals/Insurance. The Contractor certifies that, at the
<br />time of entering into this contract, it and its agents have currently in effect all necessary licenses,
<br />certifications, approvals, insurance, etc. required to properly provide the services and/or supplies covered
<br />by this contract in the state of Colorado. Proof of such licenses, certifications, approvals, insurance, etc.
<br />shall be provided upon the State's request. Any revocation, withdrawal or non -renewal of necessary license,
<br />certification, approval, insurance, etc. required for the Contractor to properly perform this contract, shall be
<br />grounds for termination of this contract by the State.
<br />Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in this
<br />contract.
<br />Legal Authority. The Contractor warrants that it possesses the legal authority to enter into this contract and that
<br />it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and
<br />to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms. The
<br />person(s) executing this contract on behalf of the Contractor warrant(s) that such person(s) have full
<br />authorization to execute this contract.
<br />Insurance — Contractor. The Contractor is a "public entity" within the meaning of the Colorado
<br />Governmental Immunity Act (CGIA), section 24-10-101, et sue, C.R.S., as amended. Therefore, at all
<br />times during the initial term of this Contract, and any renewals or extensions hereof, the Contractor shall
<br />maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its
<br />liabilities under the CGIA. If requested by the State, the Contractor shall provide the State with written
<br />proof of such insurance coverage.
<br />Rights in Data. Documents and Computer Software or Other Intellectual Property. All intellectual property
<br />including without limitation, databases, software, documents, research, programs and codes, as well as all,
<br />reports, studies, data, photographs, negatives or other documents, drawings or materials prepared by the
<br />Contractor in the performance of its obligations under this contract shall be the exclusive property of the
<br />State. Unless otherwise stated, all such material shall be delivered to the State by the Contractor upon
<br />completion, termination, or cancellation of this contract. Contractor shall not use, willingly allow, or cause
<br />to have such materials used for any purpose other than the performance of the Contractor's obligations
<br />under this contract without the prior written consent of the State. All documentation, accompanying the
<br />intellectual property or otherwise, shall comply with the State requirements which include but is not limited
<br />to all documentation being in a paper, human readable format which is useable by one who is reasonably
<br />proficient in the given subject area. Software documentation shall be delivered by Contractor to the State
<br />that clearly identifies the programming language and version used, and when different programming
<br />languages are incorporated, identifies the interfaces between code programmed in different programming
<br />languages. The documentation shall contain source code which describes the program logic, relationship
<br />between any internal functions, and identifies the disk files which contain the various parts of the code.
<br />Files containing the source code shall be delivered and their significance to the program described in the
<br />documentation. The documentation shall describe error messages and the location in the source code, by
<br />page, line number, or other suitable identifier, where the error message is generated. The Contractor
<br />warrants that the delivered software will be sufficiently descriptive to enable maintenance and modification
<br />of the software. The State's ownership rights described herein shall include, but not be limited to, the right
<br />to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.
<br />If any material is produced under this Contract and the parties hereto mutually agreed that said material
<br />could be copyrighted by Contractor or a third party, then the State, and any applicable federal funding
<br />entity, shall, without additional cost, have a paid in full, irrevocable, royalty free, and non-exclusive license
<br />to reproduce, publish, or otherwise use, and authorize others to use, the copyrightable material for any
<br />purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the
<br />written request of the State, the Contractor shall provide the State with three (3) copies of all such
<br />copyrightable material.
<br />10. Confidential or Proprietary Information. Subject to the Public (Open) Records Act, section 24-72-
<br />101, et sue, C.R.S., as amended, if the Contractor obtains access to any records, files, or other information
<br />of the State in connection with, or during the performance of, this Contract, then the Contractor shall keep
<br />Page 4 of 17
<br />Ver 24.03.20
<br />
|