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beyond the termination date of the contract, shall survive such termination date and shall be enforceable by <br />the State in the event of the Contractor's failure to perform or comply as required. <br />32. Modification and Amendment <br />32.1 This contract is subject to such modifications as may be required by changes in Federal or Colorado <br />State law, or their implementing regulations. Any such required modification automatically shall be <br />incorporated into and be part of this contract on the Effective Date of such change, as if fully set forth <br />herein. <br />32.2 Except as specifically provided in this contract, no modification of this contract shall 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 Colorado State law and State Fiscal Rules. <br />33. Venue <br />Venue for any action related to performance of this contract shall be in the City and County of Denver, <br />Colorado. <br />34. Order of Precedence <br />The provisions of this contract shall govern the relationship of the State and Contractor. In the event of <br />conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts or <br />inconsistencies shall be resolved by reference to the documents in the following order of priority: <br />(a) Colorado Special Provisions, pages 12 to 13. <br />(b) Remaining pages of the contract, pages 1 to 11. <br />(c) Exhibit A, Scope of Work <br />SPECIAL PROVISIONS <br />The Special Provisions apply to all contracts except where noted in italics. <br />1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1). This contract shall not be deemed valid until it <br />has been approved by the Colorado State Controller or designee. <br />2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the <br />current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise <br />made available. <br />3. INDEMNIFICATION. Contractor shall indemnify, save, and hold harmless the State, its employees and <br />agents, against any and all claims, damages, liability and court awards including costs, expenses, and <br />attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, <br />agents, subcontractors, or assignees pursuant to the terms of this contract. <br />[Applicable Only to Intergovernmental Contracts] No term or condition of this contract shall be <br />construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, <br />protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or <br />the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. <br />4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an <br />independent contractor and not as an employee. Neither contractor nor any agent or employee of <br />contractor shall be or shall be deemed to be an agent or employee of the state. Contractor shall pay when <br />due all required employment taxes and income taxes and local head taxes on any monies paid by the state <br />pursuant to this contract. Contractor acknowledges that contractor and its employees are not entitled to <br />unemployment insurance benefits unless contractor or a third party provides such coverage and that the <br />state does not pay for or otherwise provide such coverage. Contractor shall have no authorization, express <br />Page 11 of 14 <br />