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' 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
<br />it has 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
<br />current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise
<br />made available.
<br />3. INDEM1vIFICATION. Contractor shall indemnify, save, and hold harmless the State, its employees
<br />and agents, against any and all claims, damages, liability and court awards including costs, expenses, and
<br />attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees,
<br />agents, subcontractors, or assignees pursuant to the terms of this contract.
<br />[Applicable Only to Intergovernmental ContractsJ No term or condition of this contract shall be construed
<br />or interpreted as a waiver, express or implied, of any of the immuniries, rights, benefits, protection, or other
<br />provisions, of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort
<br />Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended.
<br />4. INDEPENDENT CONTRACTOR 4 CCR 801-2. Contractor shall perform its duties hereunder as
<br />an independent contractor and not as an employee. Neither contractor nor any agEnt or employee of
<br />contractor shall be or shall be deemed to be an agent or employee of the state. Contractor shall pay when
<br />due all required employment taxes and income taxes and local head taxes on any monies paid by the state
<br />pursuant to this contract. Contractor aclrnowledges that contractor and its employees are not entitled to
<br />unemployment insurance benefits unless contractor or a third party provides such coverage and that the
<br />state does not pay for or otherwise provide such coverage. Contractor shall have no authorization, express
<br />or implied, to bind the state to any agreement, liability or understanding, except as expressly set forth
<br />herein. Contractor shall provide and keep in force workers' compensation (and provide proof of such
<br />insurance when requested by the state) and unemployment compensation insurance in the amounts required
<br />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
<br />applicable State and federal laws respecting discriminarion and unfair employment pracrices.
<br />6. CHOICE OF LAW. The laws of the State of Colorado, and rules and regulations issued pursuant
<br />thereto, shall be applied in the interpretation, execution, and enforcement of this contract. Any provision of
<br />this contract, whether or not incorporated herein by reference, which provides for arbitration by any extra-
<br />judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be
<br />considered null and void. Nothing contained in any provision incorporated herein by reference which
<br />purports to negate this or any other special provision in whole or in part shall be valid or enforceable or
<br />available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered
<br />null and void by the operation of this provision will not invalidate the remainder of this contract, to the
<br />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
<br />or may hereafter be established.
<br />7. [Not Applicable to Intergovernmental Contracts] VENDOR OFFSET. CRS 24-30-202 (1) and 24-
<br />30-202.4. The State Controller may withhold payment of certain debts owed to State agencies under the
<br />vendor offset intercept system for: (a) unpaid child support debt or child support arrearages; (b) unpaid
<br />balances of tax, accrued interest, or other charges specified in Article 21, Title 39, CRS; (c) unpaid loans
<br />due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid
<br />to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State or its agencies, as
<br />a result of final agency determination or reduced to judgment, as certified by the State Controller.
<br />8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or
<br />other public funds payable under this contract shall be used for the acquisition, operation, or maintenance
<br />of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor
<br />hereby certifies that, for the term of this contract and any extensions, Contractor has in place appropriate
<br />systems and controls to prevent such improper use of public funds. If the State determines that Contractor
<br />Grant Contract No. C150248
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