18-Feb-Sonoran Institute-Colorado Growing Water Smart_CTGG1 2019-130

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K. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any Exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions in §21.,of the main body of this Agreement. ii. The provisions of the other sections of the main body of this Agreement. iii. Exhibit A, Statement of Work. iv. Exhibit B, Budget& Schedule v. Exhibit C, Sample Option Letter. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect,provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32)(Federal Excise Tax Exemption Certificate of Registry No. 84-730123K)and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in§20.A.,this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement 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 Agreement are incidental to this Agreement,and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver,nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Contract No. CTGG 1 2019-130 Page 19 of 23