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14.Subcontracts. Unless otherwise specified in this PO, Vendor shall not enter into any subcontract
<br /> in connection with its obligations under this PO without the prior, written approval of the State. Vendor
<br /> shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts
<br /> entered into by Vendor in connection with this PO shall comply with all applicable federal and state
<br /> laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and
<br /> shall be subject to all provisions of this PO.
<br /> 15.Severability. The invalidity or unenforceability of any provision of this PO shall not affect the validity
<br /> or enforceability of any other provision of this PO, which shall remain in full force and effect, provided,
<br /> that the parties can continue to perform their obligations in accordance with the intent of this PO.
<br /> 16.Survival of Certain PO Terms. Any provision of this PO that imposes an obligation on a party after
<br /> termination or expiration of this PO shall survive the termination or expiration of this PO and shall be
<br /> enforceable by the other party.
<br /> 17.Third Party Beneficiaries. Except for the parties' respective successors and assigns, this PO does
<br /> not and is not intended to confer any rights or remedies upon any person or entity other than the parties.
<br /> Enforcement of this PO and all rights and obligations hereunder is reserved solely to the parties. Any
<br /> services or benefits which third parties receive as a result of this PO are incidental to this PO, and do
<br /> not create any rights for such third parties.
<br /> 18.Waiver. A party's failure or delay in exercising any right, power, or privilege under this PO, whether
<br /> explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise
<br /> of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.
<br /> 19.Indemnification. [NotApplicable to Inter-governmental POs] Vendor shall indemnify, save, and
<br /> hold harmless the State, its employees, agents and assignees (the "Indemnified Parties"), against any
<br /> and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including
<br /> attorneys' fees and related costs) incurred by any of the Indemnified Parties in relation to any act or
<br /> omission by Vendor, or its employees, agents, subcontractors, or assignees in connection with this PO.
<br /> This shall include, without limitation, any and all costs, expenses, claims, damages, liabilities, court
<br /> awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work
<br /> infringes a patent, copyright, trademark, trade secret, or any other intellectual property right or any claim
<br /> for loss or improper disclosure of any confidential information or personally identifiable information.
<br /> 20.Notice. All notices given under this PO shall be in writing, and shall be delivered to the contacts for
<br /> each party listed on the Purchase Order document. Either party may change its contact or contact
<br /> information by notice submitted in writing to the other party without a formal modification to this PO.
<br /> 21.Insurance. Except as otherwise specifically stated in this PO, Vendor shall obtain and maintain
<br /> insurance as specified in this section at all times during the term of this PO: (a) workers' compensation
<br /> insurance as required by state statute, and employers' liability insurance covering all Vendor employees
<br /> acting within the course and scope of their employment; (b) Commercial general liability insurance
<br /> written on an Insurance Services Office occurrence form, covering premises operations, fire damage,
<br /> independent contractors, products and completed operations, blanket contractual liability, personal
<br /> injury, and advertising liability with minimum limits as follows: $1,000,000 each occurrence; $1 ,000,000
<br /> general aggregate; $1,000,000 products and completed operations aggregate; and $50,000 any one
<br /> fire; and (c) Automobile liability insurance covering any auto (including owned, hired and non-owned
<br /> autos) with a minimum limit of $1,000,000 each accident combined single limit. If Vendor will or may
<br /> have access to any protected information, then Vendor shall also obtain and maintain insurance
<br /> covering loss and disclosure of protected information and claims based on alleged violations of privacy
<br /> right through improper use and disclosure of protected information with limits of $1 ,000,000 each
<br /> occurrence and $1,000,000 general aggregate at all times during the term of this PO. Additional
<br /> insurance may be required as provided elsewhere in this PO. All insurance policies required by this PO
<br /> shall be issued by insurance companies with an AM Best rating of A-Vill or better. This insurance
<br /> requirement shall not apply if this PO is solely for goods, as determined by the State, unless specifically
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<br /> Effective 7/1/2022
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