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<br />b. Upon receipt and approval by the State of such <br />monthly estimate, the State will, within forty (40) <br />days from the receipt of such estimate, pay over to <br />the Contractor the amount of the monthly estimate or <br />such portion thereof as has been approved by the <br />State. <br />c. No payments will be made under this contract <br />until the project plans and specifications referred <br />to in paragraph A.1. above are approved by the State. <br />2. Provide the Contractor with such technical assistance <br />as the State deems appropriate in planning, constructing, and <br />operating the project and in coordinating the project with <br />local official comprehensive plans for sewer and water and with <br />any State or area plans F.or the area in which the project is <br />1.ocatecl. <br />D. This contract is not assignable by the Contractor except <br />with written approval of the State. <br />E. The Contractor shall not convey or sell any portion of the <br />project without prior written authorization from the State <br />until the Contractor has completed its payment obligation as <br />set forth in paragraph A.12. above. The parties to this <br />contract intend that the relationship between them contemplated <br />by this contract is that of employer-independent contractor. <br />No agent, employee, or servant of the contractor shall be or <br />shall be deemed to be an employee, agent, or servant of the <br />State. The Contractor will be solely and entirely responsible <br />for its acts and the acts of it e s gees, servants, <br />and Subcontractors during the pe f his contract. <br />F. At all times during the performance of this contract, the <br />Contractor shall strictly adhere o ca a federal and <br />state laws that have been or er r b e a~lished. <br />G. This agreement is inten as the complete integration of <br />all understandings between the parties. No prior or <br />contemporaneous addition, deletion, or other amendment hereto <br />shall have any force or effect whatsoever unless embodied <br />herein in writing. No subsequent novation, renewal, addition, <br />deletion, or other amendment hereto shall have any force or <br />effect unless embodied in a written contract executed and <br />approved pursuant to the state fiscal rules. <br />H. In its sole discretion, the State may at any time give any <br />consent, deferment, subordination, release, satisfaction, or <br />termination of any or all of the Contractor's obligations under <br />this agreement, with or without valuable consideration, upon <br />such terms and conditions as the State may determine to be (a) <br />advisable to further the purposes of this contract or to <br />protect the State's financial interest therein, and (b) <br />consistent with both the statutory purposes of this contract <br />and the limitations of the statutory authority under which it <br />is made. <br />I. Upon completion of the payment of the full purchase price <br />to the State in the sum of One Million Two Hundred Twenty-Eight <br />Thousand Three Hundred Seventy Dollars and Fifty-Six Cents <br />($1,228,370.56) as set forth in paragraph A.12. of this <br />contract, the State agrees to convey to the Contractor all of <br />the State's right, title, and interest in and to the project by <br />deed or other proper conveyance. <br />J. The Colorado Water Conservation Board, its agents and <br />employees, is hereby designated as the agent of the State for the <br />purpose of this contract. <br />Page 5 of. 7 Payes <br />