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3. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted
<br />as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions,
<br />of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28
<br />U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended.
<br />4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent
<br />contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be
<br />deemed to be an agent or employee of the State. Contractor and its employees and agents are not entitled
<br />to unemployment insurance or workers compensation benefits through the State and the State shall not
<br />pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
<br />Unemployment insurance benefits will be available to Contractor and its employees and agents only if such
<br />coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable
<br />employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor
<br />shall not have authorization, express or implied, to bind the State to any agreement, liability or
<br />understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in force workers'
<br />compensation and unemployment compensation insurance in the amounts required by law, (b) provide
<br />proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its
<br />employees and agents.
<br />5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws,
<br />rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to
<br />discrimination and unfair employment practices.
<br />6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in
<br />the interpretation, execution, and enforcement of this contract. Any provision included or incorporated
<br />herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any
<br />provision incorporated herein by reference which purports to negate this or any other Special Provision in
<br />whole or in part shall not be valid or enforceable or available in any action at law, whether by way of
<br />complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision
<br />shall not invalidate the remainder of this contract, to the extent capable of execution.
<br />7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration
<br />by any extra-judicial body or person. Any provision to the contrary in this contactor incorporated herein by
<br />reference shall be null and void.
<br />8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public
<br />funds payable under this contract shall not be used for the acquisition, operation, or maintenance of
<br />computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor
<br />hereby certifies and warrants that, during the term of this contract and any extensions, Contractor has and
<br />shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If
<br />the State determines that Contractor is in violation of this provision, the State may exercise any remedy
<br />available at law or in equity or under this contract, including, without limitation, immediate termination of this
<br />contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.
<br />9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507.
<br />The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
<br />interest whatsoever in the service or property described in this contract. Contractor has no interest and
<br />shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
<br />performance of Contractor's services and Contractor shall not employ any person having such known
<br />interests.
<br />10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental
<br />agreements] Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the
<br />State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts
<br />or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS
<br />§39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher
<br />Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other
<br />unpaid debts owing to the State as a result of final agency determination or judicial action.
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