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<br /> Personnel and Administration(Executive Director),upon request by the CWCB,and showing of good cause,
<br /> may debar Grantee and prohibit Grantee from bidding on future Grants.Grantee may contest the final
<br /> Evaluation,Review and Rating by: (a)filing rebuttal statements,which may result in either removal or
<br /> 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 a showing of good cause.
<br /> 20.GENERAL PROVISIONS
<br /> A.Assignment and Subgrants
<br /> Grantee's rights and obligations hereunder are personal and may not be transferred,assigned or subgranted
<br /> without the prior,written consent of the State.Any attempt at assignment,transfer,or subgranting without
<br /> such consent shall be void.All assignments,subgrants,or Subgrantees approved by Grantee or the State are
<br /> subject to all of the provisions hereof.Grantee shall be solely responsible for all aspects of subgranting
<br /> 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 effect 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,Subgrantees,or assignees
<br /> pursuant to the terms of this Grant;however,the provisions 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 the 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 CONTRACTS-
<br /> 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
<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.
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