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With the exception of the subcontractors and/or partners specified in Exhibit A, Scope of Work, Grantee's rights <br />and obligations under this Contract shall be deemed to be personal and may not be transferred, assigned or <br />subcontracted without the prior, written consent of the State, which shall not be unreasonably withheid. Any <br />attempt at assignment, transfer or subcontracting without such consent shall be void, except that Grantee may <br />assign the right to receive payments from the State pursuant to section 4-9-318, C.R.S. All subcontracts and <br />subcontractors consented to by the State shall be made subject to the requirements, terms and conditions of <br />this Contract. Grantee alone shall be responsible for all subcontracting arrangements, directions and delivery <br />of subcontracted work, and performance of any subcontracted Services. Grantee shall require and ensure <br />that each subcontractor shall assent in writing to all the terms and conditions of this Contract, including an <br />obligation of the subcontractor to indemnify the State as is required under Section 3 of the Colorado Special <br />Provisions, incorporated as a part of this Contract. <br />28. Third Party Beneficiaries <br />The enforcement of the terms and conditions of this Contract and all rights of action relating to such <br />enforcement shall be strictly reserved to the State and Grantee. Nothing contained in this Contract shall <br />give or allow any claim or right of action whatsoever by any third person. It is the express intention of the <br />State and Grantee that any such person or entity, other than the State or Grantee, receiving services or <br />benefits under this Contract shall be deemed an incidental beneficiary only. <br />29. Severability <br />To the extent this Contract may be executed and performance of the obligations of the parties may be <br />accomplished within the intent of the Contract, the terms of this Contract are severable. Should any term <br />or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall <br />not affect the validity of any other term or provision hereof. <br />30. Waiver <br />The waiver of any breach of a term, provision, or requirement of this Contract shall not be construed or <br />deemed as waiver of any subsequent breach of such term, provision, or requirement, or of any other term, <br />provision, or requirement. <br />31. Entire Understanding <br />This Contract is intended as the complete integration of all understandings between the parties. No prior or <br />contemporaneous addition, deletion, or other amendment hereto shall have any force or affect whatsoever, <br />unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other <br />amendment hereto shall have any force or effect unless embodied in a writing executed and approved <br />pursuant to the Colorado State Fiscal Rules. <br />Page 11 of 15