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
<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 and Exhibt B.
<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 termination 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 taxes 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 /> Page 12 of 16
<br />
|