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other than a bona fide employee working solely for him, any fee, commission, percentage, gift, or
<br /> other consideration contingent upon, or resulting from, the award or the making of this contract.
<br /> For breach or violation of this warranty, the Principal Representative shall have the right to
<br /> terminate this contract without liability and, at its discretion, to deduct from the contract price, or
<br /> otherwise recover the full amount of such fee, commission, percentage, or consideration.
<br /> 9.4 EXTENT OF AGREEMENT
<br /> This Agreement represents the complete integration of all understandings between the Parties
<br /> and all prior representations and understandings, oral or written, are merged herein. Prior or
<br /> contemporaneous additions, deletions, or other changes hereto shall not have any force or
<br /> effect whatsoever, unless embodied herein.
<br /> Principal Representative and Consultant understand and agree the attachments and exhibits
<br /> hereto are and shall be integral parts of this Agreement and the terms and provisions thereof are
<br /> hereby incorporated, made a part of and shall supplement those recited herein. In the event of any
<br /> conflict, or variance, the terms and provisions of this printed Agreement shall supersede, govern
<br /> and control.
<br /> 9.5 CONSTRUCTION OF LANGUAGE
<br /> The language used in this Agreement shall be construed as a whole according to its plain meaning,
<br /> and not strictly for or against any party.
<br /> 9.6 SEVERABILITY
<br /> Provided this Agreement can be executed and performance of the obligations of the Parties
<br /> accomplished within its intent, the provisions hereof are severable and any provision that is
<br /> declared invalid or becomes inoperable for any reason shall not affect the validity of any other
<br /> provision hereof, provided that the Parties can continue to perform their obligations under this
<br /> Agreement in accordance with its intent.
<br /> 9.7 SECTION HEADINGS
<br /> The captions and headings in this Agreement are for convenience of reference only, and shall
<br /> not be used to interpret,define, or limit its provisions.
<br /> 9,8 VENUE
<br /> All suits or actions related to this Agreement shall be filed and proceedings held in the State of
<br /> Colorado and exclusive venue shall be in the City and County of Denver.
<br /> 9.9 NO THIRD PARTY BENEFICIARIES
<br /> Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the
<br /> Parties. 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 /> 9.10 WAIVER
<br /> Waiver of any breach under a term, provision, or requirement of this Agreement, or any right or
<br /> remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed
<br /> as a waiver of any subsequent breach of such term, provision or requirement, or of any other term,
<br /> provision, or requirement.
<br /> 9.11 INDEMNIFICATION
<br /> To the extent authorized by law, the Consultant shall indemnify, save and hold harmless the State,
<br /> its employees and agents, against any and all claims, damages, liability and court awards including
<br /> costs, expenses and attorney's fees, to the extent such claims are caused by any negligent act or
<br /> omission of, or breach of contract by, the Consultant, its employees, agents, sub-consultants or
<br /> Rev.5/2011 Page 7 of 10
<br /> SC-5.3
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