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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. <br />Page 10 of 14 <br />