Modification and Termination of Contracts

C.R.S. tit. 24, art. 106

in effect

C.R.S. § 24-106-101 Contract clauses - price adjustments - additional clauses - modification

24-106-101. Contract clauses - price adjustments - additional clauses - modification. (1) The executive director may promulgate rules permitting or requiring the inclusion of clauses providing for adjustments in prices, time of performance, or other appropriate clauses covering the following: (a) The unilateral right of the state to order, in writing, changes in the work within the scope of the contract and temporary stopping of work or delaying of performance; and (b) Variations occurring between estimated quantities of work in a contract and actual quantities. (2) (a) Adjustments in price pursuant to clauses promulgated under subsection (1) of this section shall be computed in one or more of the following ways: (I) By agreement on a fixed price adjustment before commencement of the pertinent performance or as soon thereafter as practicable; (II) By unit prices specified in the contract or subsequently agreed upon; (III) By the costs attributable to the events or situations under such clauses with adjustment of profit or fee, all as specified in the contract or subsequently agreed upon; (IV) In such other manner as the contracting parties may mutually agree; or (V) In the absence of agreement by the parties, by a unilateral determination by the state of the costs attributable to the events or situations under such clauses with adjustment of profit or fee, all as computed by the state in accordance with applicable sections of the rules promulgated under article 107 of this title and subject to the provisions of article 109 of this title. (b) A contractor shall be required to submit cost or pricing data if any adjustment in contract price is subject to the provisions of section 24-103-403. (3) The executive director may promulgate rules including, but not limited to, rules permitting or requiring the inclusion in state contracts of clauses providing for appropriate remedies and covering the following subjects: (a) Liquidated damages as appropriate; (b) Specified excuses for delay or nonperformance; (c) Termination of the contract for default; and (d) Termination of the contract in whole or in part for the public interest of the state. (4) Any contract clauses promulgated under this section may be set forth in rules; except that such rules shall be consistent with section 24-91-103.5 (1) and (2). However, the executive director or the procurement official may vary the clauses for inclusion in any particular state contract so long as any variations are supported by a written determination that describes the circumstances justifying such variations and notice of any material variation is stated in the invitation for bids or request for proposals. No variation that is inconsistent with section 24-91-103.5 (1) and (2) shall be made pursuant to this subsection (4).

C.R.S. § 24-106-102 Supplementary general principles of law applicable

24-106-102. Supplementary general principles of law applicable. Unless displaced by the particular provisions of this code, the principles of law and equity, including the "Uniform Commercial Code", the law merchant, and any law relative to capacity to contract, agency, fraud, misrepresentation, duress, coercion, mistake, or bankruptcy shall supplement the provisions of this code.

C.R.S. § 24-106-103 Centralized contract management system - personal services contracts - legislative declaration - definitions

24-106-103. Centralized contract management system - personal services contracts - legislative declaration - definitions. (1) (a) The general assembly hereby finds and declares that by enacting this section the general assembly intends to centralize the location of information about personal services contracts and provide for legislative, executive, and public access to all personal services contracts entered into by any governmental body. (b) For purposes of this section, "governmental body" shall have the same meaning as set forth in section 24-101-301 (18); except that, for purposes of this section, "governmental body" shall also include elected officials. (2) [Editor's note: This version of subsection (2) is effective until July 1, 2025.] This section shall apply to any personal services contract to which the state is a party the value of which exceeds one hundred thousand dollars with the exception of any contract to which the state is a party under medicare, the "Colorado Medical Assistance Act", articles 4 to 6 of title 25.5, the "Children's Basic Health Plan Act", article 8 of title 25.5, or the "Colorado Indigent Care Program", part 1 of article 3 of title 25.5. (2) [Editor's note: This version of subsection (2) is effective July 1, 2025.] This section applies to any personal services contract to which the state is a party the value of which exceeds one hundred thousand dollars with the exception of any contract to which the state is a party under medicare, the "Colorado Medical Assistance Act", articles 4 to 6 of title 25.5, or the "Children's Basic Health Plan Act", article 8 of title 25.5. (3) (a) On or before June 30, 2009, the department shall implement and maintain a centralized contract management system for the purpose of monitoring all personal services contracts entered into by a governmental body that are subject to the requirements of this section. With respect to each contract entered into by a governmental body, information contained in the system shall include, without limitation, the following: (I) The governmental body that entered into the personal services contract; (II) The persons or entities with which the governmental body is contracting; (III) The purpose of the personal services contract; (IV) The effective dates, expiration dates, and any renewal periods of the personal services contract; (V) The vendor selection method upon which the personal services contract was awarded, whether competitively procured, awarded on a sole-source basis, or otherwise. Where the contract has been awarded on a sole-source basis, the governmental body shall certify that the governmental body has followed the requirements of subsection (5) of this section. (VI) The total amount of the personal services contract and any amendments to the contract; (VII) Whether any services under the personal services contract, or any subcontracts to the contract that directly relate to the services provided under the contract, are anticipated to be performed outside the United States or the state as disclosed in the statement of work pursuant to section 24-102-206 and the vendor's justification for obtaining services outside the United States or the state in accordance with the requirements of section 24-102-206; and (VIII) Upon completion of the personal services contract, the extent as disclosed by the vendor to which any services under the contract, or any subcontracts to the contract that directly relate to the services provided under the contract, were performed outside the United States or the state. (b) Each governmental body shall be responsible for gathering relevant information for inclusion in the centralized contract management system in accordance with the requirements of subsection (3)(a) of this section. vices under the contract, or any subcontracts to the contract that directly relate to the services provided under the contract, were performed outside the United States or the state. (b) Each governmental body shall be responsible for gathering relevant information for inclusion in the centralized contract management system in accordance with the requirements of subsection (3)(a) of this section. (c) The centralized contract management system required to be maintained by the department pursuant to subsection (3)(a) of this section shall be a publicly available database of all personal services contracts entered into by any governmental body, accessible from the website maintained by the state. Information concerning contracts contained in the database and accessible on the website shall be searchable by criteria enumerated in subparagraphs (I) to (VIII) of subsection (3)(a) of this section. Information in the database shall be either presented in plain and nontechnical language or by means of key terms that are clearly and easily defined. (d) Any new personal services contracts subject to the requirements of this section shall be added to the centralized contract management system maintained by the department pursuant to subsection (3)(a) of this section not more than thirty days after the execution of the contract. (4) The centralized contract management system required to be maintained by the department pursuant to subsection (3)(a) of this section shall include information concerning personal services expenditures by the governmental body and types of services. The types of services that may be designated shall include, without limitation, professional technical, nonprofessional support, purchased services, architectural, engineering and construction trades, and professional equipment repair. (5) Prior to entering into a sole-source personal services contract, the governmental body shall attempt to identify competing vendors by placing a notice on the state's electronic procurement system for not less than three business days. If the governmental body receives any responses to the notice from qualified and responsible vendors that are able to meet the specifications identified in the notice and that are not otherwise prohibited from bidding on the contract, the sole-source selection method shall not be used.

C.R.S. § 24-106-104 Types of contracts

24-106-104. Types of contracts. Subject to the limitations of this section, any type of contract which will promote the best interests of the state may be used; except that the use of a cost-plus-a-percentage-of-cost contract is prohibited. A contingency-based contract may be used only upon approval by the governor's office of state planning and budgeting pursuant to section 24-17-204. A cost-reimbursement contract may be used only when a determination is made in writing that such contract is likely to be less costly to the state than any other type of contract or that it is impracticable to obtain the supplies, services, or construction required unless the cost-reimbursement contract is used.

C.R.S. § 24-106-105 Multiyear contracts

24-106-105. Multiyear contracts. (1) Unless otherwise provided by law, a contract for supplies or services may be entered into for any period of time deemed to be in the best interests of the state if the term of the contract and conditions of renewal or extension, if any, are included in the solicitation and if funds are available for the first year at the time of contracting. If the chief procurement officer determines that extenuating circumstances exist and an extension of the contract beyond the term included in the solicitation is in the best interest of the governmental body, then the chief procurement officer may approve a longer term for a reasonable time based on what is practicable and necessary given the circumstances. The state shall initiate the renewal or extension of a contract for supplies or services. Payment and performance obligations for succeeding fiscal years shall be subject to the availability and appropriation of funds therefor. (2) Prior to the utilization of a multiyear contract, it shall be determined in writing: (a) That estimated requirements cover the period of the contract and are reasonably firm and continuing; and (b) That such a contract will serve the best interests of the state by encouraging effective competition or otherwise promoting economies in state procurement. (3) When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the contract shall be canceled, and the contractor may be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under the contract.

C.R.S. § 24-106-106 Right to audit records

24-106-106. Right to audit records. The state shall be entitled to audit the books and records of any contractor or subcontractor under any negotiated contract or subcontract to the extent that the books and records relate to the performance of a state contract or subcontract, if the state is able, in conducting any such audit, to maintain the confidentiality of any information contained in the books and records that is deemed proprietary as determined by the state. Such books and records shall be maintained by the contractor for a period of six years after the date of final payment under the prime contract and by the subcontractor for a period of six years after the date of final payment under the subcontract, unless a shorter period is otherwise authorized in writing.

C.R.S. § 24-106-107 Monitoring of vendor performance - definitions

24-106-107. Monitoring of vendor performance - definitions. (1) For purposes of this section, "governmental body" has the same meaning as set forth in section 24-101-301 (18); except that, for purposes of this section, "governmental body" shall also include elected officials. (2) Each personal services contract entered into pursuant to this code with a value of one hundred thousand dollars or more shall contain: (a) Performance measures and standards developed specifically for the contract by the governmental body administering the contract. The performance measures and standards shall be negotiated by the governmental body and the vendor prior to execution of the contract and shall be incorporated into the contract. The measures and standards shall be used by the governmental body to evaluate the performance of the vendor under the contract. (b) An accountability section that requires the vendor to report regularly on achievement of the performance measures and standards specified in the contract and that allows the governmental body to withhold payment until successful completion of all or part of the contract and the achievement of established performance standards. The accountability section shall include a requirement that payment by the governmental body to the vendor shall be made without delay upon successful completion of all or any part of the contract in accordance with the payment schedule specified in the contract or as otherwise agreed upon by the parties. (c) Monitoring requirements that specify how the governmental body will evaluate the vendor's performance, including progress reports, site visits, inspections, and reviews of performance data. The governmental body shall use one or more monitoring processes to ensure that the results, objectives, and obligations of the contract are met. (d) Methods and mechanisms to resolve any situation in which the governmental body's monitoring assessment determines noncompliance, including termination of the contract. (3) Each governmental body administering the personal services contract shall, within existing resources of the governmental body, designate a contract manager with subject matter expertise within the governmental body responsible for day-to-day management of the contract, including performance monitoring. (4) If the governmental body determines that the vendor has not complied with the contract terms, including but not limited to performance standards and measurable outcomes, the state may pursue remedies in accordance with article 109 of this title 24 and shall be entitled to any remedy available under law in the case of contract nonperformance, including but not limited to termination of the contract and the return of any and all payments made to the vendor by the state under the contract; except that the recovery of any moneys by the state shall be reduced by the value of any contractual benefits realized by the state from partial performance by the vendor under the contract. If a vendor is deemed to be in default under any one particular contract with the state, the state may, upon a showing of good cause, declare any or all other contracts it has entered into with the vendor to be in default. (5) [Editor's note: This version of subsection (5) is effective until July 1, 2025.] Notwithstanding any other provision of this section, nothing in this section shall be construed to apply to any contract to which the state is a party under medicare, the "Colorado Medical Assistance Act", articles 4 to 6 of title 25.5, the "Children's Basic Health Plan Act", article 8 of title 25.5, or the "Colorado Indigent Care Program", part 1 of article 3 of title 25.5. e until July 1, 2025.] Notwithstanding any other provision of this section, nothing in this section shall be construed to apply to any contract to which the state is a party under medicare, the "Colorado Medical Assistance Act", articles 4 to 6 of title 25.5, the "Children's Basic Health Plan Act", article 8 of title 25.5, or the "Colorado Indigent Care Program", part 1 of article 3 of title 25.5. (5) [Editor's note: This version of subsection (5) is effective July 1, 2025.] Notwithstanding this section to the contrary, this section does not apply to any contract to which the state is a party under medicare, the "Colorado Medical Assistance Act", articles 4 to 6 of title 25.5, or the "Children's Basic Health Plan Act", article 8 of title 25.5.

C.R.S. § 24-106-108 Administrative rules - cost reimbursement

24-106-108. Administrative rules - cost reimbursement. The executive director may promulgate rules setting forth cost principles which may be used to determine the allowability of incurred costs for the purpose of reimbursing costs under contract provisions which provide for the reimbursement of costs.

C.R.S. § 24-106-109 Terms and conditions in contracts

24-106-109. Terms and conditions in contracts. Any term or condition in any contract entered into by the state that requires the state to indemnify or hold harmless another person, except as otherwise authorized by law, or by which the state agrees to binding arbitration or any other binding extra-judicial dispute resolution process in which the final resolution is not determined by the state, or by which the state agrees to limit liability of another person for bodily injury, death, or damage to tangible property of the state caused by the negligence or willful misconduct of such person or such person's employees or agents shall be void ab initio; except that the contract containing that term or condition shall otherwise be enforceable as if it did not contain such term or condition. All contracts entered into by the state, except for contracts with another government, shall be governed by Colorado law notwithstanding any term or condition to the contrary.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-24.docxFetched: 10/6/2026