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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 /> 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 /> Page 6 of 16 <br />