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O.Jurisdiction and Venue <br /> All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and <br /> exclusive venue shall be in the City and County of Denver. <br /> H.Modification <br /> i.By the Parties <br /> Except as specifically provided in this Contract,modifications of this Contract shall not be effective <br /> unless agreed to in writing by the Parties in an amendment to this Contract,properly executed and <br /> approved in accordance with applicable Colorado State law, State Fiscal Rules.Modifications <br /> permitted under this Contract, other than contract amendments, shall be conform the Policies of the <br /> 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 /> I. Order of Precedence <br /> The provisions of this Contract shall govern the relationship of the Parties.In the event of conflicts or <br /> inconsistencies between this Contract and its exhibits and attachments,including,but not limited to,those <br /> provided by Contractor, such conflicts or inconsistencies shall be resolved by reference to the documents in <br /> 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 /> 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 /> Page 12 <br />