A. Binding Effect
<br />Unless otherwise provided herein, all provisions herein contained, including the benefits and burdens, shall
<br />extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns.
<br />B. Modification
<br />This Contract is subject to such modifications as may be required by changes in Federal or Colorado State
<br />law, or their implementing regulations. Any such required modification automatically shall be incorporated
<br />into and be part of this Contract on the effective date of such change, as if fully set forth herein. Except as
<br />specifically provided herein, no modification of this Contract shall be effective unless agreed to in writing by
<br />both Parties in an amendment or additional exhibit to this Contract, properly executed and approved in
<br />accordance with Colorado State Law and State Fiscal Rules.
<br />C. Entire Understanding
<br />This Contract represents the complete integration of all understandings between the Parties and all prior
<br />representations and understandings, oral or written, are merged herein. No prior or contemporaneous
<br />addition, deletion, or other amendment hereto shall have any force or affect whatsoever, unless embodied
<br />herein.
<br />D. Severability
<br />Provided this Contract can be executed and performance of the obligations of the Parties accomplished
<br />within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes
<br />inoperable for any reason shall not affect the validity of any other provision hereof.
<br />E. Counterparts
<br />This Contract may be executed in multiple identical original counterparts, all of which shall constitute one
<br />agreement.
<br />F. Waiver
<br />Waiver of any breach of a term, provision, or requirement of this Contract and any right or remedy
<br />hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any
<br />subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement.
<br />G. Assignment-Novation
<br />Except as otherwise specifically provided in Exhibit A, Contractor's rights and obligations hereunder are
<br />personal and may not be transferred, assigned or subcontracted, and novations shall not occur, without the
<br />prior, written consent of the State. Any attempt at assignment, transfer, subcontracting, or novations without
<br />such consent shall be void. All subcontracts/subcontractors approved by Contractor or the State shall be
<br />subject to the provisions hereof. Contractor shall be solely responsible for all aspects of subcontracting
<br />arrangements and performance. Contractor shall be solely responsible for all subcontracting arrangements,
<br />directions, and performance, including, but not limited to, delivery of Goods and performance of Services.
<br />H. Third Party Beneficiaries
<br />Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties, and
<br />not to any third party. Any services or benefits which third parties receive as a result of this Contract are
<br />incidental to the Contract, and do not create any rights for such third parties.
<br />I. Survival of Certain Contract Terms
<br />Notwithstanding anything herein to the contrary, provisions of this Contract requiring continued
<br />performance, compliance, or effect after termination hereof, shall survive such termination and shall be
<br />enforceable by the State if Contractor fails to perform or comply as required.
<br />J. Jurisdiction and Venue
<br />All suits, actions, or proceedings related to this Contract shall be held in the Federal Court located in the
<br />State of Colorado.
<br />K. Captions
<br />The captions and headings in this Contract are for convenience of reference only, and shall not be used to
<br />interpret, define, or limit its provisions.
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