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. correction of the evaluation(CRS §24-105-102(6)),or(b)under CRS §24-105-102(6),exercising the debarment
<br /> protest and appeal rights provided in CRS §§24-109-106, 107,201 or 202,which may result in the reversal of
<br /> the debarment and reinstatement of Grantee,by the Executive Director,upon showing of good cause.
<br /> 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 Rules,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 /> I. 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 limtied to,those
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