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<br /> PO:461001608
<br /> Routing#:21-HA4-ZG-00096
<br /> C. GOVERNMENTAL IMMUNITY
<br /> Liability for claims for injuries to persons or property arising from the negligence of the State,its departments,
<br /> boards, commissions committees,bureaus, offices, employees and officials shall be controlled and limited by
<br /> the provisions of the GIA;the Federal Tort Claims Act,28 U.S.C.Pt.VI,Ch. 171 and 28 U.S.C. 1346(b),and
<br /> the State's risk management statutes, §§24-30-1501,et seq. C.R.S.
<br /> D. INDEPENDENT CONTRACTOR
<br /> Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither
<br /> Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State.
<br /> Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or
<br /> understanding,except as expressly set forth herein. Contractor and its employees and agents are not entitled
<br /> to unemployment insurance or workers compensation benefits through the State and the State shall not
<br /> pay for or otherwise provide such coverage for Contractor or any of its agents or employees.Contractor
<br /> shall pay when due all applicable employment taxes and income taxes and local head taxes incurred
<br /> pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and
<br /> unemployment compensation insurance in the amounts required by law,(ii)provide proof thereof when
<br /> requested by the State,and(iii)be solely responsible for its acts and those of its employees and agents.
<br /> E. COMPLIANCE WITH LAW.
<br /> Contractor shall comply with all applicable federal and State laws,rules,and regulations in effect or hereafter
<br /> established, 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,
<br /> and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts
<br /> with said laws,rules,and regulations shall be null and void.All suits or actions related to this Contract shall be
<br /> filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of
<br /> Denver.
<br /> G. PROHIBITED TERMS.
<br /> Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires
<br /> the State to agree to binding arbitration; limits Contractor's liability for damages resulting from death,bodily
<br /> injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio.
<br /> Nothing in this Contract shall be construed as a waiver of any provision of§24-106-109 C.R.S. Any term
<br /> included in this Contract that limits Contractor's liability that is not void under this section shall apply only in
<br /> excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as
<br /> 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
<br /> maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
<br /> Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor
<br /> has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.
<br /> If the State determines that Contractor is in violation of this provision, the State may exercise any remedy
<br /> available at law or in equity or under this Contract,including,without limitation,immediate termination of this
<br /> Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.
<br /> I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.§§24-18-201 and 24-50-507,C.R.S.
<br /> The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
<br /> whatsoever in the service or property described in this Contract.Contractor has no interest and shall not acquire
<br /> any interest,direct or indirect,that would conflict in any manner or degree with the performance of Contractor's
<br /> services and Contractor shall not employ any person having such known interests.
<br /> J. VENDOR OFFSET AND ERRONEOUS PAYMENTS.§§24-30-202(1)and 24-30-202.4,C.R.S.
<br /> Subject to§24-30-202.4(3.5),C.R.S.,the State Controller may withhold payment under the State's vendor offset
<br /> intercept system for debts owed to State agencies for:(i)unpaid child support debts or child support arrearages;
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