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PO#:461001235
<br /> Routing#: 19-HA2-ZG-00098
<br /> These Special Provisions apply to all contracts except where noted in italics.
<br /> A. STATUTORY APPROVAL.§24-30-202(1),C.R.S.
<br /> This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is
<br /> for a Major Information Technology Project,as defined in§24-37.5-102(2.6),then this Contract shall not be valid until it
<br /> has been approved by the State's Chief Information Officer or designee.
<br /> B. FUND AVAILABILITY.§24-30-202(5.5),C.R.S.
<br /> Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose
<br /> being appropriated,budgeted,and otherwise made available.
<br /> C. GOVERNMENTAL IMMUNITY.
<br /> Liability for claims for injuries to persons or property arising from the negligence of the State, its departments,boards,
<br /> commissions committees,bureaus,offices,employees and officials shall be controlled and limited by the provisions of the
<br /> Colorado Governmental Immunity Act,§24-10-101,et seq.,C.R S.;the Federal Tort Claims Act,28 U.S.C.Pt.VI,Ch. 171
<br /> and 28 U.S.0 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of
<br /> this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities,rights,benefits,
<br /> protections,or other provisions,contained in these statutes.
<br /> D. INDEPENDENT CONTRACTOR
<br /> Contractor shall perform its duties hereunder as an independent contractor and not as an employee.Neither Contractor nor
<br /> any agent or employee of Contractor shall be deemed to be an agent or employee of the State.Contractor shall not have
<br /> authorization,express or implied,to bind the State to any agreement,liability or understanding,except as expressly set forth
<br /> herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers
<br /> compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for
<br /> Contractor or any of its agents or employees.Contractor shall pay when due all applicable employment taxes and
<br /> income taxes and local head taxes incurred pursuant to this Contract.Contractor shall(i)provide and keep in force
<br /> workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide
<br /> proof thereof when requested by the State,and(ill)be solely responsible for its acts and those of its employees and
<br /> agents.
<br /> E. COMPLIANCE WITH LAW.
<br /> Contractor shall comply with all applicable federal and State laws,rules,and regulations in effect or hereafter established,
<br /> including,without limitation,laws applicable to discrimination and unfair employment practices.
<br /> F. CHOICE OF LAW,JURISDICTION,AND VENUE.
<br /> Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and
<br /> enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws,
<br /> rules,and regulations shall be null and void.All suits or actions related to this Contract shall be filed and proceedings held
<br /> in the State of Colorado and exclusive venue shall be in the City and County of Denver.
<br /> G. PROHIBITED TERMS.
<br /> Any term included in this Contract that requires the State to indemnify or hold Contractor harmless;requires the State to
<br /> agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury, or damage to
<br /> tangible property;or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be
<br /> construed as a waiver of any provision of§24-106-109 C.R.S. Any tenn included in this Contract that limits Contractor's
<br /> liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract,
<br /> and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract.
<br /> H. SOFTWARE PIRACY PROHIBITION.
<br /> State or other public funds payable under this Contract shall not be used for the acquisition,operation,or maintenance of
<br /> computer software in violation of federal copyright laws or applicable licensing restrictions.Contractor hereby certifies and
<br /> warrants that,during the term of this Contract and any extensions,Contractor has and shall maintain in place appropriate
<br /> systems 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,without
<br /> limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable
<br /> licensing restrictions.
<br /> I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.§§24-18-201 and 24-50-507,C.R.S.
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<br /> Rev.12/09/2016
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