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D. Final Audit Report <br />If an audit is performed on Grarttee's records for any fiscal year covering a portion of the term of this <br />Grant, Grantee shall subrnit a copy of the final audit report to the State or its principat representative at the <br />address specified herein. <br />10. CUNFIDENTIAL INFURMA.TION-STATE RECORDS <br />Grantee shall comply with the provisions of this §10 if it becomes privy to confidential information in <br />connection with its pecformance hereunder. Confidential informatian, inctudes, but is not necessarily limited to, <br />state records, personnel records, and information concerning individuals. <br />A. Confidentiality <br />Grantee shall keep al! 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 />recards and information in the possession af Grantee shall be immediately forwarded to the State's <br />principal representative. <br />$. Notification <br />Grantee shall natify its agents, ernployees, Subgrantees, and assigns who may come inta contact with State <br />records and confidential information that each is subject to the confidentiality nequirements set forth herein, <br />and shat( provide each with a written explanation of such requirements before theky are permitted to access <br />such recards and infarmation. <br />C. Use, Security, and Retention <br />Canfidential information of any kind shall noC be distributed or sotd to any third par�y or used by Grantee <br />or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grante,e <br />sha11 provide and maintain a secure environment that ensures co�fidentiality of all State recards and other <br />confidential information wherever lacated. Confidential information shall not be retained in any files or <br />otherwise by Grantee or its agents, except as permitted in this Grant or �pproved 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 ar their respective agents. furantee shall indemnify, <br />save, and hold harmless the Staxe, its emplayees and agents, against any and atl cCaims, damages, tiability <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 emplayees, agents, Subgrantees, or assignees pursuant to this §10. <br />11. CONFLICTS OF INTEREST <br />Grantee shall not engage in any business or personal activities ar practices or maintairi any relationships which <br />conflict in any way with the full perFormance of Grantee's obligatians hereunder. Gra�htee aaknawledges that <br />with respect to this Grant, even the appearance of a conflict of interest is harmful to ttre St e's interests. Absent <br />the State's prior written approvai, Grantee shall refrain fram any practices, activities dr rel tionships that <br />reasonably appear to be in conflict with the futl performance of Grantee's obtigations io th State hereunder. lf a <br />conflict or appearance exists, or if Grantee is uncertain whether a conflict or tha appearanc of a conflict of <br />interest exists, Graatee shalt submit to the State a disclosure statement setting forth the rel ant detaits for the <br />State's consideration. Failure to promptly submit a disclosure statement or to follow the S 's direction in <br />regard ta the apparent conflict constitutes a breach of this Grant. <br />12. REPRESENTATIONS AND WARItANTIES <br />Grantee makes the fallowing specific representations and wanac�ties, each of which w�as ied 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 st�ndards of care, skilf and <br />dili�ence in the industry, tr�des or profession and in the sequence and manner se� forth in this Grant. <br />B. Legal Autharity — Grantce and Grantee's Signatory <br />Grantee warrants that it possesses the IegaI authority to enter into this Grant and that it h�s taken all actians <br />required by its procedures, by-laws, andlor applicable laws to exercise that authority, and to lawfully <br />Page 6 of 16 <br />