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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 <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 /> Page 12 of 16 <br /> i <br />