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Contractor agrees it shall submit voluntarily to the personal jurisdiction of the Federal and State courts in <br />the State of Colorado and venue in the City and County of Denver, Colorado. The person(s) executing <br />this contract on behalf of Contractor warrant(s) that such person(s) have full authorization to execute this <br />contract. <br />19. Compliance with Applicable Law <br />19.1 Contractor shall at all times during the execution of this contract strictly adhere to, and comply with, <br />all applicable Federal and Colorado State laws, and their implementing regulations, as they <br />currently exist and may hereafter be amended, which laws and regulations are incorporated herein <br />by this reference as terms and conditions of this contract. Contractor also shall require compliance <br />with such laws and regulations by subcontractors under subcontracts permitted under this contract. <br />REMEDIES <br />20. Remedies <br />In addition to any other remedies provided for in this contract, and without limiting the remedies otherwise <br />available at law or in equity, the State may exercise the following remedial actions if Contractor <br />substantially fails to satisfy or perform the duties and obligations in this contract. "Substantial failure" to <br />satisfy duties and obligations shall be defined to mean material, insufficient, incorrect or improper <br />performance, activities, or inaction by Contractor. These remedial actions are as follows: <br />(a) Suspend Contractor's performance pending necessary corrective action as specified by the <br />State, without Contractor's entitlement to adjustment in price/cost or schedule. Furthermore, <br />at the State's option, a directive to suspend may include suspension of this entire contract or <br />any particular part of this contract that the State determines in good faith would not be <br />beneficial or in the State's best interests due to Contractor's substantial non-performance. <br />Accordingly, the State shall not be liable to Contractor for costs incurred after the State has <br />duly notified Contractor of the suspension of performance under this provision, and <br />Contractor shall promptly cease performance and incurring costs in accordance with the <br />State's directive; <br />(b) Withhold payment to Contractor until the necessary Services or corrections in performance, <br />development or manufacture are satisfactorily completed; <br />(c) Request the removal from work on this contract of employees or agents of Contractor <br />identified by the State, in its reasonable judgment, as being incompetent, careless, <br />insubordinate, unsuitable, or otherwise unacceptable, or whose continued employment on <br />this contract the State deems to be contrary to the public interest or not in the best interests <br />of the State; <br />(d) Deny payment for those Services or obligations which have not been performed which have <br />not been provided and which, due to circumstances caused by Contractor, cannot be <br />performed, or if performed would be of no value to the State. Denial of the amount of <br />payment must be reasonably related to the value of work or performance lost to the State; <br />and/or <br />(e) Terminate this contract for default. <br />The above remedies are cumulative and the State, in its sole discretion, may exercise any or all of them <br />individually or simultaneously. <br />21. Termination for Convenience <br />21.1 When the interests of the State so require, the State may terminate this contract in whole or in part, <br />for the convenience of the State. The State shall give written notice of termination to Contractor <br />specifying the termination of all or a portion of this contract and the effective date of such. Exercise <br />by the State of this termination for convenience provision shall not be deemed a breach of contract <br />by the State. Upon receipt of written notice, Contractor shall incur no further obligations in <br />Page 7 of 14 <br />