BOARD00040 ‎(2)‎

• Board Meeting Date: 9/20/2006
• Description: WSP Section - Platte River Cooperative Agreement
• Board Meetings - Doc Type: Memo

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For Negotiation Purposes

competent jurisdiction, as to eith~r or both Parties, the Parties agree to use their
best efforts to reform as soon as possible any such invalidity and achieve a valid
agreement that accomplishes the purposes of this MoA as originally set forth.

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g. Governing Law. This MoA and its application shall be construed in accordance
with the laws of the State of Colorado.

h. Multiple Originals. This MoA may be simultaneously executed in any number of
counterparts, each of which shall be deemed original but all of which constitute
one and the same agreement.

1. Intent of Agreement. This MoA is intended to describe the rights and
responsibilities of and between Colorado and SPWRAP, and is not intended to,
and shall not be deemed to, confer rights upon any persons or entities not
signatories hereto.

J . Joint Draft. The parties hereto, with each having the advice of legal counsel and
an equal opportunity to contribute to its content, jointly drafted this MoA.

k. Non-Assignability. The rights and obligations granted and accepted pursuant to
this MoA cannot be assigned or transferred without the prior written consent of
the other Party.

SPECIAL PROVISIONS
(For Contracts With the State. Excludinq Inter-Governmental Contracts)

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1. INDEPENDENT CONTRACTOR. 4 CCR 801-2

The contractor shall perform its duties hereunder as an independent contractor
and not as an employee. Neither the contractor nor any agent or employee of
the contractor shall be or shall be deemed to be an agent or employee of the
state. Contractor shall pay when due all required employment taxes and income
tax and local head tax on any monies paid by the state pursuant to this contract.
Contractor acknowledges that the contractor and its employees are not entitled to
unemployment insurance benefits unless the contractor or third party provides
such coverage and that the state does not pay for or otherwise provide such
coverage. Contractor shall have no authorization, express or implied, to bind the
state to any agreements, liability, or understanding except as expressly set forth
herein. Contractor shall provide and keep in force workers' compensation (and
provide proof of such insurance when requested by the state) and unemployment
compensation insurance in the amounts required by law, and shall be solely
responsible for the acts of the contractor, its employees and agents.

2. NON-DISCRIMINATION.

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SPWRAP-DNR MoA 08-14-06