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D. Counterparts
<br />This Grant may be executed in multiple identical original counterparts, all of which sha11 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. Indemni�cation-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 shail 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 Colarado 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 reyuired by changes in Federal or Colorado
<br />State law, or their implementing regulations. Any such required modifcation 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 Parties. In the event of conflicts or
<br />inconsistencies between this Grant and ,its e�chibits and attachments including, but not limited 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. E�chibit A,
<br />iv. E�ibit 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, ar 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
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