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the State's prior written approval,Grantee shall refrain from any practices, activities or relationships that
<br /> reasonably appear to be in conflict with the full performance of Grantee's obligations to the State hereunder. If a
<br /> conflict or appearance exists, or if Grantee is uncertain whether a conflict or the appearance of a conflict of
<br /> interest exists, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the
<br /> State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction 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 accordance 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 lawfully
<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,permits, 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 certifications, 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 certificate 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. INSURANCE
<br /> Grantee and its Sub-grantees shall obtain and maintain insurance as specified 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 Grant insurance coverage and policies meeting the same requirements set forth
<br /> in§13(B)with respect to sub-Grantees that are not"public entities".
<br /> B. Sub-Grantees
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