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confidential information wherever located. Confidential infonnation 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 legal
<br />action by third parties against Grantee, the State or their respective agents. Grantee shall indemnify, save, and
<br />hold harmless the State, its employees and agents, against any and all claims, damages, liability and court
<br />awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission
<br />by Grantee, or its employees, agents, Subgrantees, or assignees pursuant to this X10.
<br />E. Health Insurance Portability & Accountability Act of 1996 ("HIPAA")
<br />This HIPAA section ❑ applies to or does not apply ® to this Grant. Federal law and regulations governing
<br />the privacy of certain health information requires a "Business Associate Contract" between the Department
<br />and Grantee [45 C.F.R. §164.504(e)]. Attached and incorporated herein by reference and agreed to by the
<br />Parties is a HIPAA Business Associate Addendum for HIPAA compliance. Terms of the Addendum shall be
<br />considered binding upon execution of this Grant and shall remain in effect during the term of this Grant,
<br />including any extension.
<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 with
<br />respect to this Grant, even the appearance of a conflict of interest is harmful to the State's interests. Absent the
<br />State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably
<br />appear to be in conflict with the full performance of Grantee's obligations to the State hereunder. If a conflict or
<br />appearance exists, or if Grantee is uncertain whether a conflict or the appearance of a conflict of interest exists,
<br />Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's
<br />consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the
<br />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 perforin 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 authorize
<br />its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its terms. If requested
<br />by the State, Grantee shall provide the State with proof of Grantee's authority to enter into this Grant within
<br />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 terns hereof
<br />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 all
<br />necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly
<br />perform this Grant, without reimbursement by the State or other adjustment in Grant Funds. Additionally, all
<br />employees and agents of Grantee performing Services under this Grant shall hold all required licenses or
<br />certifications, if any, to perform their responsibilities. Grantee, if a foreign corporation or other foreign entity
<br />transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain
<br />any applicable certificate of authority to transact business in the State of Colorado and has designated a
<br />registered agent in Colorado to accept service of process. Any revocation, withdrawal or non -renewal of
<br />licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Grantee
<br />to properly perform the terms of this Grant shall be deemed to be a material breach by Grantee and constitute
<br />grounds for termination of this Grant.
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