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<br />b. Upon receipt and approval by the State of such <br />monthly estimate, the State will, within forty (40) <br />days from the receipt of such estimate, pay over to <br />the Contractor the amount of the monthly estimate or <br />such portion thereof as has been approved by the <br />State. <br /> <br />c. No payments will be made under this contract <br />until the project plans and specifications referred <br />to in paragraph A.I. above are approved by the State. <br /> <br />2. Provide the Contractor with such technical assistance <br />as the State deems appropriate in planning, constructing, and <br />operating the project and in coordinating the project with <br />local official comprehensive plans for sewer and water and with <br />any State or area plans for the area in Which the project is <br />located. <br /> <br />D. This contract is not assignable by the Contractor except <br />with written approval of the State. <br /> <br />E. The Contractor shall not conveyor sell any portion of the <br />project without prior written authorization fram the State <br />until the Contractor has completed its payment obligation as <br />set forth in paragraph A.l2. above. The parties to this <br />contract intend that the relationship between them contemplated <br />by this contract is that of employer-independent contractor. <br />No agent, employee, or servant of the contractor shall be or <br />shall be deemed to be an employee, agent, or servant of the <br />State. The Contractor will be solely and entirely responsible <br />for its acts and the acts of its agents, employees, servants, <br />and Subcontractors during the performance of this contract. <br /> <br />F. At all times during the performance of this contract, the <br />Contractor shall strictly adhere to all applicable federal and <br />state laws that have been or may hereafter be established. <br /> <br />G. This agreement is intended as the complete integration of <br />all understandings between the parties. No prior or <br />contemporaneous addition, deletion, or other amendment hereto <br />shall have any force or effect Whatsoever unless embodied <br />herein in writing. No subsequent novation, renewal, addition, <br />deletion, or other amendment hereto shall have any force or <br />effect unless embodied in a written contract executed and <br />approved pursuant to the state fiscal rules. <br /> <br />H. In its sole discretion, the State may at any time give any <br />consent, deferment, subordination, release, satisfaction, or <br />termination of any or all of the Contractor's obligations under <br />this agreement, with or without valuable consideration, upon <br />such terms and conditions as. the State may determine to be (a) <br />advisable to further the purposes of this contract or to <br />protect the State's financial interest therein, and (b) <br />consistent with both the statutory purposes of this contract <br />and the limitations of the statutory authority under Which it <br />is made. <br /> <br />I. Upon completion of the payment of the full purchase price <br />to the State in the sum of Four Million One Hundred Fifty-One <br />Thousand Eight Hundred Eighty Dollars ($4,151,880) as set forth <br />in paragraph A.l2. of this contract, the State agrees to convey <br />to the Contractor all of the State's right, title, and interest <br />in and to the project by deed or other proper conveyance. <br /> <br />J. The Colorado Water Conservation Board, its agents and <br />employees, is hereby designated as the agent of the State for <br />the purpose of this contract. <br /> <br />Page 5 of 8 pages <br />