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3. INDEMNIFICATION. To the extent allowed by law, Contractor shall indemnify, save, and hold
<br />harmless the State, 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 a result of any act or
<br />omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of
<br />this Contract.
<br />[Applicable Only to Intergovernmental Contracts] No term or condition of this Contract shall be
<br />construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
<br />protection, or other provisions, of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq., or the
<br />Federal Tort 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 an
<br />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 acknowledges 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
<br />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
<br />State 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
<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
<br />been 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,
<br />as 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 other
<br />public funds payable under this Contract shall be used for the acquisition, operation, or maintenance of
<br />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 />is in violation of this paragraph, the State may exercise any remedy available at law or equity or under this
<br />Contract, including, without limitation, immediate termination of this Contract and any remedy consistent
<br />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
<br />their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service
<br />or property described in this Contract.
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