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Office of the State Controller, including, but not limited to, the policy entitled MODIFICATIONS OF <br />CONTRACTS - TOOLS AND FORMS. <br />ii. By Operation of Law <br />This Contract is subject to such modifications as may be required by changes in Federal or Colorado <br />State law, or their implementing regulations. Any such required modification automatically shall be <br />incorporated into and be part of this Contract on the effective date of such change, as if fully set forth <br />herein. <br />1. Order of Precedence <br />The provisions of this Contract shall govern the relationship of the State and Contractor. In the event of <br />conflicts or inconsistencies between this Contract and its exhibits and attachments, including, but not <br />limited to, those provided by Contractor, such conflicts or inconsistencies shall be resolved by reference to <br />the documents in the following order of priority: <br />i. Colorado Special Provisions, <br />ii. The provisions of the main body of this Contract, <br />iii. Exhibit A, <br />iv. Exhibit B. <br />J. 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, provided that the <br />Parties can continue to perform their obligations under this Contract in accordance with its intent. <br />K. 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 />L. Taxes <br />The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84- 730123K) and from all <br />State and local government sales and use taxes under CRS § §39 -26 -101 and 201 et seq. Such exemptions <br />apply when materials are purchased or services are rendered to benefit the State; provided however, that <br />certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though <br />the product or service is provided to the State. Contractor shall be solely liable for paying such taxes as the <br />State is prohibited from paying or reimbursing Contractor for such taxes. <br />M. Third Party Beneficiaries <br />Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any <br />services or benefits which third parties receive as a result of this Contract are incidental to the Contract, and <br />do not create any rights for such third parties. <br />N. Waiver <br />Waiver of any breach under a term, provision, or requirement of this Contract, or any right or remedy <br />hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of <br />any subsequent breach of such term, provision or requirement, or of any other term, provision, or <br />requirement. <br />THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK <br />Page 12 of 15 <br />