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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.
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