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The provisions of this Grant shall govern the relationship of the State and Grantee. In the event of conflicts <br />or inconsistencies between this Grant and its e�ibits and attachments including, but not limtied to, those <br />provided by Grantee, 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 Grant, <br />iii. Exhibit A. <br />J. Severability <br />Provided this Grant can be executed and performance of the obligations of the Parties accomplished within <br />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. <br />K. Survival of Certain Grant Terms <br />Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance, <br />compliance, or effect after termination hereof, shall survive such tertnination and shall be enforceable by <br />the State if Grantee 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 taYes under CRS §§39-26-101 and 201 et seq. Such exemptions <br />apply when materials are purchased or services rendered to benefit the State; provided however, that certain <br />political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the <br />product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State <br />is prohibited from paying for or reimbursing Grantee for them. <br />M. Third Party Beneficiaries <br />Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and <br />not to any third party. Any services or benefits which third parties receive as a result of this Grant are <br />incidental to the Grant, and do not create any rights for such third parties. <br />N. Waiver <br />Waiver of any breach of a term, provision, or requirement of this Grant, or any right or remedy hereunder, <br />whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any <br />subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. <br />THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK <br />Page 12 of 15 <br />