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DocuSign Envelope ID:07C464C4-FDB6-434A-A01B-558064E4E858
<br /> PO#:461001815
<br /> Routing#:22-fIA3-ZG-00070
<br /> K. External Terms and Conditions
<br /> Notwithstanding anything to the contrary herein,the State shall not be subject to any provision included in
<br /> any terms,conditions,or agreements appearing on Contractor's or a Subcontractor's website or any provision
<br /> incorporated into any click-through or online agreements related to the Work unless that provision is
<br /> specifically referenced in this Contract.
<br /> L. Severability
<br /> The invalidity or unenforceability of any provision of this Contract shall not affect the validity or
<br /> enforceability of any other provision of this Contract,which shall remain in full force and effect,provided
<br /> that the Parties can continue to perform their obligations under this Contract in accordance with the intent of
<br /> this Contract.
<br /> M. Survival of Certain Agreement Terms
<br /> Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this
<br /> Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other
<br /> Party.
<br /> N. Taxes
<br /> The State is exempt from federal excise taxes under I.R.C.Chapter 32(26 U.S.C.,Subtitle D,Ch.32)(Federal
<br /> Excise Tax Exemption Certificate of Registry No. 84-730123K)and from State and local government sales
<br /> and use taxes under§§39-26-704(1),et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number
<br /> 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of
<br /> whether any political subdivision of the state imposes such taxes on Contractor. Contractor shall be solely
<br /> responsible for any exemptions from the collection of excise,sales or use taxes that Contractor may wish to
<br /> have in place in connection with this Contract.
<br /> O. Third Party Beneficiaries
<br /> Except for the Parties' respective successors and assigns described in§19.A.,this Contract does not and is
<br /> not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement
<br /> of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or
<br /> benefits which third parties receive as a result of this Contract are incidental to this Contract, and do not
<br /> create any rights for such third parties.
<br /> P. Waiver
<br /> A Party's failure or delay in exercising any right,power,or privilege under this Contract,whether explicit or
<br /> by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
<br /> power,or privilege preclude any other or further exercise of such right,power,or privilege.
<br /> Q. CORA Disclosure
<br /> To the extent not prohibited by federal law, this Contract and the performance measures and standards
<br /> required under§24-106-107,C.R.S.,if any,are subject to public release through the CORA.
<br /> R. Standard and Manner of Performance
<br /> Contractor shall perform its obligations under this Contract in accordance with the highest standards of care,
<br /> skill and diligence in Contractor's industry,trade,or profession.
<br /> S. Licenses,Permits,and Other Authorizations.
<br /> Contractor shall secure,prior to the Effective Date,and maintain at all times during the term of this Contract,
<br /> at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its
<br /> obligations under this Contract, and shall ensure that all employees, agents and Subcontractors secure and
<br /> maintain at all times during the term of their employment,agency or subcontract,all license,certifications,
<br /> permits and other authorizations required to perform their obligations in relation to this Contract.
<br /> T. Indemnification
<br /> i. General Indemnification
<br /> Contractor shall indemnify,save,and hold harmless the State, its employees, agents and assignees(the
<br /> "Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards
<br /> and other amounts(including attorneys'fees and related costs)incurred by any of the Indemnified Parties
<br /> in relation to any act or omission by Contractor,or its employees, agents, Subcontractors,or assignees
<br /> in connection with this Contract.
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