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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 />Colarado 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. <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 exhibits and attachments including, but not limited to, those <br />provided by Grantee, such conflicts ar 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. Exhibit 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 beneft 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 />