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Grantee shall permit the State,the federal government and any other duly authorized agent of a
<br /> governmental agency to audit,inspect,examine,excerpt,copy and/or transcribe Grantee's records related to
<br /> this Grant during the Record Retention Period for a period of three years following termination of this
<br /> Grant or final payment hereunder,whichever is later,to assure compliance with the terms hereof or to
<br /> 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 of 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.
<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,Subgrantees,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 d 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,Subgrantees,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
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