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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 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 year are
<br />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, against
<br />any and all claims, damages, liability and court awards Including costs, expenses, and attorney fees and related costs,
<br />incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant
<br />to the terms of this contract.
<br />[Applicable Only to Intergovernmental 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 the
<br />Colorado Governmental Immunity Act, CRS §24 -10 -101 et seq., or the Federal "sort Claims Act, 28 U.S.C. 2579 et seq.,
<br />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 acknowledges
<br />that contractor and its employees are not entitled to unemployment insurance benefits unless contractor or a third party
<br />provides such coverage and that the state does not pay for or otherwise provide such coverage. Contractor shall have no
<br />authorization, express or implied, to bind the state to any agreement, liability or understanding, except as expressly set
<br />forth herein. Contractor shall provide and keep in force workers' compensation (and provide proof of such insurance when
<br />requested by the state) and unemployment compensation insurance in the amounts required by law and shall be solely
<br />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 federal
<br />laws respecting discrimination and unfair employment practices.
<br />B. 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 otherwise
<br />in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision
<br />incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be
<br />valid 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 will not invalidate the remainder of this contract, to the extent that
<br />this contract is capable of execution. At all times during the performance of this contract, Contractor shall strictly adhere to
<br />all applicable federal and State laws, rules, and regulations that have been or may hereafter be established.
<br />7. VENDOR OFFSET. CRS § §24 -30 -202 (1) and 24- 30- 202.4. [Not Applicable to Intergovernmental Agreements] The
<br />State Controller may withhold payment of certain debts owed to State agencies under the State's vendor offset intercept
<br />system for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or
<br />other charges specified in CRS §39 -21 -101, et. seq.; (c) unpaid loans due to the Student Loan Division of the Department
<br />of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid
<br />debts certified by the State Controller as owing to the State as a result of final agency determination or judicial action.
<br />8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public funds payable
<br />under this contract shall be used for the acquisition, operation, or maintenance of computer software in violation of federal
<br />copyright laws or applicable licensing restrictions. Contractor hereby certifies that, for the term of this contract and any
<br />extensions, Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the
<br />State determines that Contractor is in violation of this paragraph, the State may exercise any remedy available at law or
<br />equity or under this contract, including, without limitation, immediate termination of this contract and any remedy
<br />consistent with federal copyright laws or applicable licensing restrictions.
<br />9. EMPLOYEE FINANCIAL INTEREST. CRS §24.18 -201 and §24 -50 -507. The signatories aver that to their knowledge,
<br />no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this
<br />contract.
<br />10. PUBLIC CONTRACTS FOR SERVICES. CRS §8- 17.5 -109. [Not Applicable to agreements relating to the offer,
<br />Issuance, or sale of securities, investment advisory services or fund management services, sponsored projects,
<br />intergovernmental agreements, or information technology services or products and services] Contractor certifies,
<br />warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this
<br />contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United
<br />States to perform work under this contract through participation in the E- Verity Program or the Department program
<br />established pursuant to CRS §8- 47.5- 102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to
<br />p erform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the
<br />subcontractor shall not knowingly employ or contract with an Illegal alien to perform work under this contract. Contractor
<br />(a) shall not use E- Verify Program or Department program procedures to undertake pre - employment screening of job
<br />applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within
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