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with respect to this Grant,even the appearance of a conflict of interest is harmful to the State's interests.Absent <br /> 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 Grantee's 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 Subgrantees 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 Subgrantees that are public entities, <br /> providing Goods or Services hereunder,to include the insurance requirements necessary to meet <br /> Subgrantee'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 Subgrantees that are not"public entities". <br /> B.Grantee and Subgrantees <br /> Page 6 of 15 <br />