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t i. Waiver. The waiver of any breach of a term of this contract shall not be construed as a
<br />waiver of any other term or of any subsequent breach of the same term.
<br />i2. Addresses for mailing. All notices, correspondence, or other documents required by
<br />this contract shall be delivered or mailed to the addresses shown in the Project
<br />Summary, Section 1 for the BoRROwER and to the address below for the CWCB:
<br />Colorado Water Conservation Board
<br />Attn: Construction Fund Section
<br />1313 Sherman Street, Room 721
<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 has been
<br />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 fiscal
<br />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 agents,
<br />against any and ali claims, damages, liability and court awards including costs, expenses, and attorney fees and
<br />related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or
<br />assignees pursuant to the terms of this contract.
<br />(Applicab/e On/y to Inteigovernmenta/ Contracts] No term or condition of this contract shall be construed or
<br />interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of
<br />the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et
<br />seq., as applicable, as now or hereafter amended.
<br />4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. 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 or shall be
<br />deemed to be an agent or employee of the state. Contractor shall pay when due all required employment taxes and
<br />income taxes and local head taxes on any monies paid by the state pursuant to this contract. Contractor
<br />acknowledges that contractor and its employees are not entitled to unemployment insurance benefits unless
<br />contractor or a third party provides such coverage and that the state does not pay for or otherwise provide such
<br />coverage. Contractor shall have no authorization, express or implied, to bind the state to any agreement, liability or
<br />understanding, except as expressly set forth herein. Contractor shall provide and keep in force workers' compensation
<br />(and provide proof of such insurance when requested by the state) and unemployment compensation insurance in the
<br />amounts required by law and shall be solely responsible for its acts and those of its employees and agents.
<br />5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State and
<br />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, shall be
<br />applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether or not
<br />incorporated herein by reference, which provides for arbitration by any extra-judicial body or person or which is
<br />otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any
<br />provision incorporated herein by reference which purports to negate this or any other special provision in whole or in
<br />part shall be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise.
<br />Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this
<br />contract, to the extent that this contract is capable of execution. At all times during the performance of this contract,
<br />Contractor shall strictly adhere to all applicable federal and State laws, rules, and regulations that have been or may
<br />hereafter be established.
<br />Loan Contract C150254
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