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. � <br />hereunder, whichever is later, or for such further period as may be necessary to resolve any matters <br />which may be pending, or untii an audit has been compieted; provided, that if an audit by or on behalf <br />of the Federal and/or Colorado State government has begun but is not completed or audit findings <br />have not been resolved after a three (3) year period, such materials shall be retained until the <br />resolution of the audit findings. <br />11.2 Grantee 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 Grantee'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 Grantee's performance hereunder. <br />11.3 Grantee also shall permit these same described entities to monitor all activities conducted by <br />Grantee pursuant to the terms of this Contract. As the monitoring agency, in its sole discretion, may <br />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 Grantee acknowledges that it may come into contact with confidential information in connection with <br />this Contract or in connection with the performance of its obligations under this Contract, including <br />but not limited to personal records and information of individuals. It shall be the responsibility of <br />Grantee to keep all State records and information confidential at all times and to comply with all <br />Colorado State and Federal laws and regulations concerning the confidentiality of information to the <br />same extent applicable to the State. Any request or demand for information in the possession of <br />Grantee made by a third party who is not an authorized party to this Contract shall be immediately <br />forwarded to the State's principal representative for resolution. <br />12.2 Grantee shall notify all of its agents, 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. Grantee 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 Grantee or its agents <br />in any way, except as authorized by the Contract and as approved by the State. State information <br />shall not be retained in any files or otherwise by Grantee or its agents, except as set forth in this <br />Contract and approved by the State. Disclosure of State records or information may be cause for <br />legal action against Grantee or its agents. Defense of any such action shall be the sole responsibility <br />of Grantee. <br />13. Litigation Reporting <br />Unless otherwise specifically provided herein, Grantee promptly shall notify the State in the event that <br />Grantee learns of any actual litigation which involves the Services provided or Grantee's performance <br />under this Contract in which Grantee is a party defendant. Grantee, within ten (10) days after being served <br />with a summons, complaint, or other pleading in a case which involves the Services provided or Grantee's <br />performance under this Contract, which has been filed in any Federal or state court or administrative <br />agency, shall deliver copies of such document to the State's principal representative, or in absence of such <br />designation, to the chief executive officer of the department, agency, or institution executing this Contract <br />on behalf of the State. <br />14. Conflict of Interest. <br />Page5of15 <br />