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20. GENERAL PROVISIONS
<br />A. Assignment and SubGrants
<br />Unless otherwise specified in Exhibit A, Statement of Work, Grantee's rights and obligations hereunder are
<br />personal and may not be transferred, assigned or subGranted without the prior, written consent of the State.
<br />Any attempt at assignment, transfer, subGranting without such consent shall be void. All assignments,
<br />subGrants, or Sub- grantees approved by Grantee or the State are subject to all of the provisions hereof.
<br />Grantee shall be solely responsible for all aspects of subGranting arrangements and performance.
<br />B. Binding Effect
<br />Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and
<br />burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors,
<br />and assigns.
<br />C. Captions
<br />The captions and headings in this Grant are for convenience of reference only, and shall not be used to
<br />interpret, define, or limit its provisions.
<br />D. Counterparts
<br />This Grant may be executed in multiple identical original counterparts, all of which shall constitute one
<br />agreement.
<br />E. Entire Understanding
<br />This Grant represents the complete integration of all understandings between the Parties and all prior
<br />representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions,
<br />deletions, or other changes hereto shall not have any force or affect whatsoever, unless embodied herein.
<br />F. Indemnification - General
<br />Grantee shall indemnify, save, and hold harmless the State, its employees and agents, against any and all
<br />claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs,
<br />incurred as a result of any act or omission by Grantee, or its employees, agents, Sub - grantees, or assignees
<br />pursuant to the terms of this Grant; however, the provions hereof shall not be construed or interpreted as a
<br />waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the
<br />Colorado Governmental Immunity Act, CRS §24 -10 -101 et seq., or the Federal Tort Claims Act, 28 U.S.C.
<br />2671 et seq., as applicable, as now or hereafter amended.
<br />G. Jurisdiction and Venue
<br />All suits, actions, or proceedings related to this Grant shall be held in the State of Colorado and exclusive
<br />venue shall be in the City and County of Denver.
<br />H. Modification
<br />i. By the Parties
<br />Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless
<br />agreed to in writing by both parties in an amendment to this Grant, properly executed and approved in
<br />accordance with applicable Colorado State law, State Fiscal Mules, and Office of the State Controller
<br />Policies, including, but not limited to, the policy entitled MODIFICATIONS OF GRANTS - TOOLS
<br />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
<br />State law, or their implementing regulations. Any such required modification automatically shall be
<br />incorporated into and be part of this Grant on the effective date of such change, as if fully set forth
<br />herein.
<br />1. Order of Precedence
<br />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 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
<br />the following order of priority:
<br />i. Colorado Special Provisions,
<br />ii. The provisions of the main body of this Grant,
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