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condition of this PO shall be construed or interpreted as a waiver, express or implied, of any of the <br /> immunities, rights, benefits, protections, or other provisions, contained in these statutes. <br /> 27.Independent Contractor. Vendor shall perform its duties under this PO as an independent <br /> contractor and not as an employee. Neither Vendor nor any agent or employee of Vendor shall be <br /> deemed to be an agent or employee of the State. Vendor shall not have authorization, express or <br /> implied, to bind the State to any agreement, liability or understanding, except as expressly set forth <br /> herein. Vendor and its employees and agents are not entitled to unemployment insurance or <br /> workers compensation benefits through the State and the State shall not pay for or otherwise <br /> provide such coverage for Vendor or any of its agents or employees. Vendor shall pay when <br /> due all applicable employment taxes, income taxes and local head taxes incurred pursuant to <br /> this PO. Vendor shall (a) provide and keep in force workers' compensation and unemployment <br /> compensation insurance in the amounts required by law, (b) provide proof thereof when <br /> requested by the State, and (c) be solely responsible for its acts and those of its employees and <br /> agents. <br /> 28.Compliance with Law. Vendor shall comply with all applicable federal and state laws, rules, and <br /> regulations in effect or hereafter established, including, without limitation, laws applicable to <br /> discrimination and unfair employment practices. <br /> 29.Choice of Law, Jurisdiction and Venue. [Not Applicable to Inter-governmental POs] Colorado <br /> law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, <br /> and enforcement of this PO. The UCC shall govern this PO in the case of goods unless otherwise <br /> agreed in this PO. Any provision included or incorporated herein by reference, which conflicts with said <br /> laws, rules, and regulations shall be null and void. All suits or actions related to this PO shall be filed <br /> and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of <br /> Denver. Any provision incorporated herein by reference which purports to negate this or any other <br /> provision in this PO in whole or in part shall not be valid or enforceable or available in any action at law, <br /> whether by way of complaint, defense, or otherwise. Vendor shall exhaust administrative remedies in <br /> CRS §24-109-106, prior to commencing any judicial action against the State. <br /> 30.Prohibited Terms. Nothing in this PO shall be construed as a waiver of any provision of CRS §24- <br /> 106-109. Any term included in this PO that requires the State to indemnify or hold Vendor harmless; <br /> requires the State to agree to binding arbitration; limits Vendor's liability for damages resulting from <br /> death, bodily injury, or damage to tangible property; or that conflicts with that statute in any way shall <br /> be void ab initio. <br /> 31.Vendor Offset and Erroneous Payments. [Not Applicable to Inter-governmental POs or to <br /> POs issued solely for goods] The State Controller may withhold payment under the State's Vendor <br /> offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child <br /> support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS <br /> §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher <br /> Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other <br /> unpaid debts owing to the State as a result of final agency determination or judicial action. The State <br /> may also recover, at the State's discretion, payments made to Vendor in error for any reason, including, <br /> but not limited to, overpayments or improper payments, and unexpended or excess funds received by <br /> Vendor by deduction from subsequent payments under this PO, deduction from any payment due under <br /> any other contracts, grants or agreements between the State and Vendor, or by any other appropriate <br /> method for collecting debts owed to the State. <br /> Page 5of10 <br /> Effective 7/1/2022 <br />