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EIAF #8550 — Louisville MAC Gym Expansion
<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 m
<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 m this Grant.
<br />B. Legal Authority — Grantee and Grantee's Signatory
<br />Grantee warrants that it possesses the legal authonty 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 dunng 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 hcenses, 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 />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 />13. 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
<br />i. Public Entities
<br />If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS
<br />§24-10-101, et seq., as amended (the "GIA"), then Grantee shall maintain at all times during the term
<br />of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet
<br />its liabilities under the GIA Grantee shall show proof of such insurance satisfactory to the State, if
<br />requested by the State. Grantee shall require each subgrant with Subgrantees that are public entities,
<br />providing Goods or Services hereunder, to include the insurance requirements necessary to meet
<br />Subgrantee's liabilities under the GIA.
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