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evaluate Grantee's performance hereunder.The State reserves the right to inspect the Work at all reasonable <br /> times and places during the term of this Grant, including any extension. If the Work fails to conform to the <br /> requirements of this Grant,the State may require Grantee promptly to bring the Work into conformity with <br /> Grant requirements,at Grantee's sole expense.If the Work cannot be brought into conformance by re- <br /> performance or other corrective measures,the State may require Grantee to take necessary action to ensure <br /> that future performance conforms to Grant requirements and exercise the remedies available under this <br /> Grant,at law or inequity in lieu of or in conjunction with such corrective measures. <br /> C. Monitoring <br /> Grantee shall permit the State,the federal government, and other governmental agencies having <br /> jurisdiction, in their sole discretion,to monitor all activities conducted by Grantee pursuant to the terms of <br /> this Grant using any reasonable procedure, including,but not limited to: internal evaluation procedures, <br /> examination of program data, special analyses, on-site checking, formal audit examinations,or any other <br /> procedures.All monitoring controlled by the State shall be performed in a manner that shall not unduly <br /> interfere with Grantee's performance hereunder. <br /> D. Final Audit Report <br /> If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this <br /> Grant, Grantee shall submit a copy of the final audit report to the State or its principal representative at the <br /> address specified herein. <br /> 10. CONFIDENTIAL INFORMATION-STATE RECORDS <br /> Grantee shall comply with the provisions on this §10 if it becomes privy to confidential information in <br /> connection with its performance hereunder. Confidential information, includes,but is not necessarily limited to, <br /> state records,personnel records,and information concerning individuals.The State shall notify the Grantee in <br /> writing and notate any State records and information that are classified by the State as being"Confidential" and <br /> given to the Grantee in connection with its performance hereunder. The provisions of this Section 10 shall only <br /> apply to such notated records and information. <br /> A. Confidentiality <br /> Grantee shall keep all State records and information confidential at all times and to comply with all laws <br /> and regulations concerning confidentiality of information.Any request or demand by a third party for State <br /> records and information in the possession of Grantee shall be immediately forwarded to the State's <br /> principal representative. <br /> B.Notification <br /> Grantee shall notify its agent, employees, Sub-grantees, and assigns who may come into contact with State <br /> records and confidential information that each is subject to the confidentiality requirements set forth herein, <br /> and shall provide each with a written explanation of such requirements before they are permitted to access <br /> such records and information. <br /> C.Use,Security,and Retention <br /> Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee <br /> or its agents in any way,except as authorized by this Grant or approved in writing by the State. Grantee <br /> shall provide and maintain a secure environment that ensures confidentiality of all State records and other <br /> confidential information wherever located. Confidential information shall not be retained in any files or <br /> otherwise by Grantee or its agents, except as permitted in this Grant or approved in writing by the State. <br /> D. Disclosure-Liability <br /> Disclosure of State records or other confidential information by Grantee for any reason may be cause for <br /> legal action by third parties against Grantee,the State or their respective agents. Grantee shall indemnify, <br /> save,and hold harmless the State, its employees and agents,against any and all claims,damages, liability <br /> and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any <br /> act or omission by Grantee,or its employees, agents, Sub-grantees,or assignees pursuant to this§10. <br /> 11. CONFLICTS OF INTEREST <br /> Grantee shall not engage in any business or personal activities or practices or maintain any relationships which <br /> conflict in any way with the full performance of Grantee's obligations hereunder. Grantee acknowledges that <br /> with respect to this Grant,even the appearance of a conflict of interest is harmful to the State's interests.Absent <br /> Page 5 of 15 <br />