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0 ' 0 <br />11.2 Contractor shall permit the State, the Federal Government or any other duly authorized agent of a <br />governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Contractor's records <br />during the term of this contract and for a period of three (3) years following termination of this <br />contract or final payment hereunder, whichever is later, to assure compliance with the terms hereof <br />or to evaluate Contractor's performance hereunder. <br />11.3 Contractor also shall permit these same described entities to monitor all activities conducted by <br />Contractor pursuant to the terms of this contract. As the monitoring agency, in its sole discretion, <br />may deem necessary or appropriate, such monitoring may consist of internal evaluation procedures, <br />examination of program data, special analyses, on-site checking, formal audit examinations, or any <br />other reasonable procedure. All such monitoring shall be performed in a manner that will not unduly <br />interfere with contract performance. <br />12. Confidentiality of State Records and Information <br />12.1 Contractor acknowledges that it may come into contact with confidential information in connection <br />with this contract or in connection with the performance of its obligations under this contract, <br />including but not limited, to personal records and information of individuals. It shall be the <br />responsibility of Contractor to keep all State records and information confidential at all times and to <br />comply with ail Colorado State and Federal laws and regulations concerning the confidentiality of <br />information to the same extent applicable to the State. Any request or demand for information in the <br />possession of Contractor made by a third party who is not an authorized party to this contract shall <br />be immediately forwarded to the State's principal representative for resolution. <br />12.2 Contractor shall notify all of its agent, employees, subcontractors and assigns who will come into <br />contact with State information that they are subject to the confidentiality requirements set forth <br />herein, and shall provide each with a written explanation of the requirements before they are <br />permitted to access information or data. Contractor shall provide and maintain a secure environment <br />that ensures confidentiality of all State records and information wherever located. No State <br />information of any kind shall be distributed or sold to any third party or used by Contractor or its <br />agents in any way, except as authorized by the contract and as approved by the State. State <br />information shall not be retained in any files or otherwise by Contractor or its agents, except as set <br />forth in this contract and approved by the State. Disclosure of State records or information may be <br />cause for legal action against Contractor or its agents. Defense of any such action shall be the sole <br />responsibility of Contractor. <br />13. Litigation Reporting <br />Contractor, within ten (10) days after being served with a summons, complaint, or other pleading in a case <br />which involves Services provided or Contractor's performance under this contract, which has been filed in <br />any Federal or state court or administrative agency, shafl deliver copies of such document to the State's <br />principal representative, or in absence of such designation, to the chief executive officer of the department, <br />agency, or institution executing this contract on behalf of the State. <br />14. Conflict of Interest. <br />14.1 During the term of this contract, Contractor shall not engage in any business or personal activities or <br />practices or maintain any relationships which conflict in any way with the full performance of <br />Contractor's obligations under this contract. <br />14.2 Additionally, Contractor acknowledges that in governmental contracting, even the appearance of a <br />conflict of interest is harmful to the interests of the State. Thus, Contractor shall refrain from any <br />practices, activities or relationships that could reasonably be considered to be in conflict with the fuA <br />performance of Contractor's obligations to the State in accordance with the terms and conditions of <br />this contract, without the prior written approval of the State. <br />Page 5 of 14