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C. Captions
<br />The captions and headings in this Grant are for convenience of reference only, and shall not be used to interpret,
<br />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 effect 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 claims,
<br />damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as
<br />a result of any act or omission by Grantee, or its employees, agents, Subgrantees, or assignees pursuant to the
<br />terms of this Grant; however, the provisions hereof shall not be construed or interpreted as a waiver, express
<br />or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado
<br />Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq.,
<br />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 venue
<br />shall be in the City and County of Denver.
<br />H. Modification
<br />1 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 State
<br />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 provided
<br />by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in the following
<br />order of priority:
<br />1 Colorado Special Provisions,
<br />ii. The provisions of the main body of this Grant,
<br />iii. Exhibit A — Applicable Laws,
<br />iv. Exhibit 13 — Statement of Project,
<br />v. Exhibit C — Grant Change Letter.
<br />J. Severability
<br />Provided this Grant can be executed and performance of the obligations of the Parties accomplished within its
<br />intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for
<br />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 the
<br />State if Grantee fails to perform or comply as required.
<br />Pace 13 of t7
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