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G.Jurisdiction and Venue All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. H. Modification i. By the Parties Except as specifically provided in this Contract, modifications of this Contract shall not be effective unless agreed to in writing by the Parties in an amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules.Modifications permitted under this Contract, other than contract amendments, shall be conform the Policies of the Office of the State Controller, including,but not limited to,the policy entitled MODIFICATIONS OF CONTRACTS -TOOLS AND FORMS. ii.By Operation of Law This Contract is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations.Any such required modification automatically shall be incorporated into and be part of this Contract on the effective date of such change, as if fully set forth herein. I.Order of Precedence The provisions of this Contract shall govern the relationship of the Parties. In the event of conflicts or inconsistencies between this Contract and its exhibits and attachments, including,but not limited to,those provided by Contractor, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions, ii.The provisions of the main body of this Contract, iii.Exhibit A, J.Severability Provided this Contract can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof,provided that the Parties can continue to perform their obligations under this Contract in accordance with its intent. K. Survival of Certain Contract Terms Notwithstanding anything herein to the contrary,provisions of this Contract requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Contractor fails to perform or comply as required. L. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32(No. 84-730123K) and from all State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions apply when materials are purchased or services are rendered to benefit the State; provided however,that certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. Contractor shall be solely liable for paying such taxes as the State is prohibited from paying or reimbursing Contractor for such taxes. M. Third Party Beneficiaries Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Contract are incidental to the Contract, and do not create any rights for such third parties. N. Waiver Waiver of any breach under a term,provision,or requirement of this Contract, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term,provision or requirement, or of any other term,provision, or requirement. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 12 of 15