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PO # 471000916
<br />Routing # 16- HA4 -ZH -00165
<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. To the extent permitted by
<br />law, the Grantee shall indemnify, save, and hold harmless the State, its employees and agents, against any
<br />and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related
<br />costs, incurred as a result of any act or omission by Grantee, or its employees, agents, Subgrantees, or
<br />assignees pursuant to this §11.
<br />12. CONFLICT 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
<br />a 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 />13. REPRESENTATIONS AND WARRANTIES
<br />Grantee makes the following specific representations and warranties, each of which was relied on by the State
<br />m 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 maintam 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 />14. 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
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