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I.Jurisdiction and Venue <br /> All suits or actions related to this Grant shall be filed and proceedings held in the State of Colorado and <br /> venue shall be in the County in which the Property is located.Venue shall be proper in any county in which <br /> the Property is located if it is situate in more than one county. <br /> J.Modification <br /> i.By the Parties <br /> Except as specifically provided in this Grant,modifications hereof shall not be effective unless agreed to <br /> by the Parties in a written amendment hereto,properly executed and approved in accordance with <br /> applicable Colorado State Law,State Fiscal Rules,and Office of the State Controller Policies. <br /> Modifications specifically permitted in this Grant shall be made in accordance with the State Controller's <br /> Policy entitled MODIFICATION OF GRANTS-TOOLS AND FORMS. <br /> ii.By Operation of Law <br /> This Grant is subject to such modifications as may be required by changes in Federal or Colorado State <br /> Law,or their implementing regulations.Any such required modification shall be automatically <br /> incorporated as part of this Grant on the effective date of such change,as if fully set forth herein. <br /> K. Order of Precedence <br /> The provisions of this Grant shall govern the relationship of the Parties.In the event of conflicts or <br /> inconsistencies between this Grant and its exhibits and attachments,including,but not limited to,those <br /> provided by Grantee,such conflicts or inconsistencies shall be resolved by reference to the documents in the <br /> following order of priority: <br /> i.Colorado Special Provisions,then <br /> ii.The remaining provisions of this Grant. <br /> L.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,provided that the Parties <br /> can continue to perform their obligations under this Grant in accordance with its intent. <br /> M.Repayment of Grant Funds <br /> Grantee shall repay to the State the Grant Funds and any appreciation in the value of the Easement(if any <br /> appreciation exists and only in an amount equal to the State's proportionate contribution to the Purchase <br /> Price),if the Easement is terminated or extinguished or its material provisions rendered unenforceable due to <br /> acts or omissions of Grantee,its employees,agents,successors or assigns,including,but not limited to, <br /> complying with or enforcing the provisions of the Easement.If any part of the Grant Funds were originally <br /> received by the Sate from GOCO,then Grantee shall make repayment to the State if GOCO makes a demand <br /> for repayment to CWCB on the grounds set forth in this§16.M. <br /> N.Survival of Certain Grant Terms <br /> Notwithstanding anything herein to the contrary,provisions of this Grant requiring continued performance, <br /> compliance,or effect after Closing or termination hereof,shall survive such Closing or termination and shall <br /> be enforceable by the State if Grantee fails to perform or comply as required. <br /> O.Taxes <br /> The State is exempt from all federal excise taxes under IRC Chapter 32(No. 84-730123K)and from all State <br /> and local government sales and use taxes under CRS§§39-26-101 et seq. and 201 et seq.Grantee shall be <br /> solely liable for paying such taxes as the State is prohibited from paying or reimbursing Grantee for such <br /> taxes. <br /> P.Third Party Beneficiaries <br /> Enforcement of this Grant 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 Grant are incidental to the Grant,and do not <br /> create any rights for such third parties. <br /> Page 9 of 12 <br />