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9. This amendment shall not be deemed valid or effective until it shall have been
<br />approved by the controller of the State of Colorado or such assistant as he may
<br />designate.
<br />10. INDEMNIFICATION. Contractor shall indemnify, save, and hold harmless the State,
<br />its employees and agents, against any and all claims, damages, liability and court
<br />awards including costs, expenses, and attorney fees and related costs, incurred as
<br />a result of any act or omission by Contractor, or its employees, agents,
<br />subcontractors, or assignees pursuant to the terms of this contract.
<br />SPECIAL PROVISIONS
<br />These 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 valid until it has been approved
<br />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. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a
<br />waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado
<br />Governmental Immunity Act, CRS §24 -10 -101 et seq., or the Federal Tort Claims Act, 28 U.S.C. § §1346(b) and
<br />2671 et seq., as applicable now or hereafter amended.
<br />4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor
<br />and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an
<br />agent or employee of the State. Contractor and its employees and agents are not entitled to unemployment
<br />insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide
<br />such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits will be available
<br />to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party.
<br />Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred
<br />pursuant to this contract. Contractor shall not have authorization, express or implied, to bind the State to any
<br />agreement, liability or understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in
<br />force workers' compensation and unemployment compensation insurance in the amounts required by law, (b)
<br />provide 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, rules, and
<br />regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
<br />employment practices.
<br />6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
<br />interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by
<br />reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated
<br />herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid
<br />or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision
<br />rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the
<br />extent capable of execution.
<br />7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any
<br />extra - judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall
<br />be null and void.
<br />8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds
<br />payable under this contract shall not 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 and warrants that,
<br />during the term of this contract and any extensions, Contractor has and shall maintain in place appropriate systems
<br />and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of
<br />this provision, the State may exercise any remedy available at law or in equity or under this contract, including,
<br />without limitation, immediate termination of this contract and any remedy consistent with federal copyright laws or
<br />applicable licensing restrictions.
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