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Docusign Envelope ID: B2E3CB28-321B-4F61-906C-2DA51CA6131C
<br />Contract Number: 25-HTD-ZL-00189 / 491003894
<br />P. Waiver
<br />A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit
<br />or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
<br />power, or privilege preclude any other or further exercise of such right, power, or privilege.
<br />CORA Disclosure
<br />To the extent not prohibited by federal law, this Agreement and the performance measures and standards
<br />required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
<br />R. Standard and Manner of Performance
<br />Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of
<br />care, skill and diligence in Subrecipient's industry, trade, or profession.
<br />S. Licenses, Permits, and Other Authorizations
<br />i. Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the term of this
<br />Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to
<br />perform its obligations under this Agreement, and shall ensure that all employees, agents and
<br />Subcontractors secure and maintain at all times during the term of their employment, agency or
<br />Subcontractor, all license, certifications, permits and other authorizations required to perform their
<br />obligations in relation to this Agreement.
<br />ii. Subrecipient, if a foreign corporation or other foreign entity transacting business in the State of Colorado,
<br />shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its
<br />sole expense, a certificate of authority to transact business in the State of Colorado and designate a
<br />registered agent in Colorado to accept service of process.
<br />T. Federal Provisions
<br />Subrecipient shall comply with all applicable requirements of Exhibits C, D, and E at all times during the
<br />term of this Agreement.
<br />17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
<br />These Special Provisions apply to all agreements except where noted in italics.
<br />A. Statutory Approvals. §24-30-202(1), C.R.S.
<br />This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this
<br />Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then this
<br />Agreement shall not be valid until it 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
<br />purpose 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,
<br />boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the
<br />provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims
<br />Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501,
<br />et seq. C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or
<br />implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes.
<br />D. Independent Contractor.
<br />Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither
<br />Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State.
<br />Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or
<br />understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to
<br />unemployment insurance or workers compensation benefits through the State and the State shall not pay for
<br />or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when
<br />due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this
<br />Agreement. Grantee shall (i) provide and keep in force workers' compensation and unemployment
<br />compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the
<br />State, and (iii) be solely responsible for its acts and those of its employees and agents.
<br />Q.
<br />E. Compliance with Law.
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