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DocuSign Envelope ID: 67A848F2-43D5-4DF5-8EF1-747972F4F304
<br />OLA #: 331002104
<br />Routing #: 20-HA4-XC-03032
<br />This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this
<br />Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall
<br />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 Contract 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 />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 Denver.
<br />G. PROHIBITED TERMS.
<br />Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the
<br />State to agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury,
<br />or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing
<br />in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this
<br />Contract that limits Contractor's liability that is not void under this section shall apply only in excess of any
<br />insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to
<br />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 has
<br />and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the
<br />State determines that Contractor is in violation of this provision, the State may exercise any remedy available at
<br />law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and
<br />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.
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<br />Rev. 04/08/2020
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