|
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 agents, 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 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, 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
<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 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 />Page 6 of 16
<br />
|