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coverage for Vendor or any of its agents or employees. Vendor shall pay when due all applicable employment <br /> taxes, income taxes and local head taxes incurred pursuant to this PO. Vendor shall (a) provide and keep in force <br /> workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide <br /> proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees <br /> and agents. <br /> 28. Compliance with Law. Vendor shall comply with all applicable federal and state laws, rules, and regulations in effect <br /> or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. <br /> 29. Choice of Law, Jurisdiction and Venue. [Not Applicable to Inter-governmental POs] Colorado law, and rules and <br /> regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this PO. The UCC <br /> shall govern this PO in the case of goods unless otherwise agreed in this PO.Any provision included or incorporated herein <br /> by reference, which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this <br /> PO shall be filed 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 provision in this PO in <br /> whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or <br /> otherwise. Vendor shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial action <br /> against the State. <br /> 30. Prohibited Terms. Nothing in this PO shall be construed as a waiver of any provision of CRS §24-106-109. Any term <br /> included in this PO that requires the State to indemnify or hold Vendor harmless; requires the State to agree to binding <br /> arbitration; limits Vendor's liability for damages resulting from death, bodily injury, or damage to tangible property; or that <br /> conflicts with that statute in any way shall be void ab initio. <br /> 31. Vendor Offset and Erroneous Payments. [Not Applicable to Inter-governmental POs or to POs issued solely for <br /> goods] The State Controller may withhold payment under the State's Vendor offset intercept system for debts owed to <br /> State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, <br /> or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department <br /> of Higher Education; (d)amounts required to be paid to the Unemployment Compensation Fund; and (e)other unpaid debts <br /> owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State's <br /> discretion, payments made to Vendor in error for any reason, including, but not limited to, overpayments or improper <br /> payments, and unexpended or excess funds received by Vendor by deduction from subsequent payments under this PO, <br /> deduction from any payment due under any other contracts, grants or agreements between the State and Vendor, or by <br /> any other appropriate method for collecting debts owed to the State. <br /> Page 4 of 8 <br /> Effective 7/1/2022 <br />