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<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 shal! not be cleemed valid until it has
<br />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 current
<br />fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise 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, liabiliry and court awards including costs, expenses, and attorney fees
<br />and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors,
<br />or assignees pursuant to the terms of this contract.
<br />/App[icable Only to Intergovernmenta! ContractsJ No t erm o r c ondition o f t his c ontract shall be construed or
<br />interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions,
<br />of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C.
<br />2671 et seq., as applicable, as now or hereafter amended.
<br />4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perf ~ts ties hereunder as an
<br />independent contractor and not as an employee. Neither contractor nor agent or e loyee f contractor shall be
<br />or shall be deemed to be an agent or employee of the state. Contractor 11 pay when e al equired employment
<br />taxes and income taxes and local head taxes on any aid by the te pursuant ~s conh-act. Contractor
<br />acknowledges that contractor and its employees not titled to employment insurance benefits unless
<br />contractor or a third party provides s coverage nd that e state do s not pay for or otherwise provide such
<br />coverage. Contractor shall hav aut rization, e s mplied, to bind the state to any agreement, liability or
<br />understanding, except as express s forth herein. Contractor shall provide and keep in force workers'
<br />compensation (and provide proof of h insurance when requested by the state) and unemployment compensation
<br />insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and
<br />agents.
<br />5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State
<br />and federal laws respecting discrimination and unfair employment practices.
<br />6. CHOICE OF LAW. The laws of the State of Colorado, and rules and regulations issued pursuant thereto, shal I
<br />be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether
<br />or not incorporated herein by reference, which provides for arbitration by any extra judicial body or person or which
<br />is otherwise in conflict with said laws, rules, and regulations shall be considerad null and void. Nothing contained in
<br />any provision incorporated herein by reference which purports to negate this or any other special provision in whole
<br />or in part shall be valid or enforceable or available in any action at law, whether by way of complaint, defense, or
<br />otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder
<br />of this contract, to the extent that this contract is capable of execution. At all times during the performance of this
<br />contract, Contractor shall strictly adhere to all applicable federal and State laws, rules, and regulations that have been
<br />or may hereafter be established.
<br />7. [Not Applicable to Intergovern»ienta! Contracts] VENDOR OFFSET. CRS 24-30-202 (1) and 24-30-202.4.
<br />The State Controller may withhold payment of certain debts owed to State agencies under the vendor offset intercept
<br />system for: (a) unpaid child support debt or child support arrearages; (b) unpaid balances of tax, accrued interest, or
<br />other charges specified in Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the
<br />Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and
<br />(e) other unpaid debts owing to the State or its agencies, as a result of final agency determination or reduced to
<br />judgment, as certified by the State Controller.
<br />8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public
<br />funds payable under this contract shall be used for the acquisition, operation, or maintenance of computer software in
<br />violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies that, for the term
<br />of this contract and any extensions, Conh-actor has in place appropriate systems and controls to prevent such
<br />Loan Contract C150193 Amendment No. 1
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