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State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direetion in
<br />regard to the apparent conflict constitutes a breach of this Grant.
<br />12. REPRESENTATIONS AND WARRANTIES
<br />Grantee makes the following specific representations and warranties, each of which was relied on by the State in
<br />entering into this Grant.
<br />A. Standard and Manner of Performance
<br />Grantee shall perform its obligations hereunder in aceordance with the highest standards of care, skill and
<br />diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant.
<br />B. Legal Authority — Grantee and Grantees Signatory
<br />Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
<br />required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to iawfully
<br />authorize its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its
<br />terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter
<br />into this Grant within 15 days of receiving such request.
<br />C. Licenses, Permits, Etc.
<br />Grantee represents and warrants that as of the Effective Date it has, and that at all times during the term
<br />hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, pernuts, and other
<br />authorization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain
<br />all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to
<br />properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds.
<br />Additionally, all employees and agents of Grantee performing Services under this Grant shall hold all
<br />required licenses or certi�cations, if any, to perform their responsibilities. Grantee, if a foreign corporation
<br />or other foreign entity transacting business in the State of Colorado, further warrants that it currently has
<br />obtained and shall maintain any applicable certi�cate of authority to transact business in the State of
<br />Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation,
<br />withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar
<br />requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a
<br />material breach by Grantee and constitute grounds for termination of this Grant.
<br />13. INSiTRANCE
<br />Grantee and its Sub-grantees shall obtain and maintain insurance as speci�ed in this section at all times during
<br />the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by
<br />insurance companies satisfactory to Grantee and the State.
<br />A. Grantee
<br />i. Public Entities
<br />If Grantee is a"public entity" within the meaning of the Colorado Governmental Immunity Act, CRS
<br />§24-10-101, et seq., as amended (the "GIA"), then Grantee shall maintain at all times during the term
<br />of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet
<br />its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if
<br />requested by the State. Grantee shall require each Grant with Sub-grantees that are public entities,
<br />providing Goods or Services hereunder, to include the insurance requirements necessary to meet Sub-
<br />grantee's liabilities under the GIA.
<br />ii. Non-Public Entities
<br />If Grantee is not a"public entity" within the meaning of the GIA, Grantee shall obtain and maintain
<br />during the term of this Crrant insurance coverage and policies meeting the same requirements set forth
<br />in §i3(B) with respect to sub-Grantees that are not "public entities".
<br />B. Sub-Grantees �
<br />Grantee shall require each Grant with Sub-grantees, other than those that are public entities, providing
<br />Goods or Services in connection with this Grant, to include insurance requirements substantially similar to
<br />the following:
<br />i. Worker's Compensation
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