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DocuSign Envelope ID: 686E8EAC-7AB1-4316-81 DB-13994BFA2216
<br />OLA #: 331002105
<br />Routing #: 20-HA4-XC-03033
<br />conducted by Local Agency or a third party.
<br />10. CONFIDENTIAL INFORMATION -STATE RECORDS
<br />A. Confidentiality
<br />Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all
<br />State Records that the State provides or makes available to Local Agency for the sole and exclusive
<br />benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure
<br />or are subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior written
<br />approval of the State, use for Local Agency's own benefit, publish, copy, or otherwise disclose to any
<br />third party, or permit the use by any third party for its benefit or to the detriment of the State, any State
<br />Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of
<br />all State Confidential Information in accordance with all policies promulgated by the Colorado Office
<br />of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local
<br />Agency shall immediately forward any request or demand for State Records to the State's principal
<br />representative.
<br />B. Other Entity Access and Nondisclosure Agreements
<br />Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as
<br />necessary to perform the Work, but shall restrict access to State Confidential Information to those agents,
<br />employees, assigns and Subcontractors who require access to perform their obligations under this
<br />Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign
<br />nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the
<br />nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has
<br />access to any State Confidential Information. Local Agency shall provide copies of those signed
<br />nondisclosure agreements to the State upon request.
<br />C. Use, Security, and Retention
<br />Local Agency shall use, hold and maintain State Confidential Information in compliance with any and
<br />all applicable laws and regulations in facilities located within the United States, and shall maintain a
<br />secure environment that ensures confidentiality of all State Confidential Information wherever located.
<br />Local Agency shall provide the State with access, subject to Local Agency's reasonable security
<br />requirements, for purposes of inspecting and monitoring access and use of State Confidential Information
<br />and evaluating security control effectiveness. Upon the expiration or termination of this Agreement,
<br />Local Agency shall return State Records provided to Local Agency or destroy such State Records and
<br />certify to the State that it has done so, as directed by the State. If Local Agency is prevented by law or
<br />regulation from returning or destroying State Confidential Information, Local Agency warrants it will
<br />guarantee the confidentiality of, and cease to use, such State Confidential Information.
<br />D. Incident Notice and Remediation
<br />If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with
<br />the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined
<br />by the State. Unless Local Agency can establish that none of Local Agency or any of its agents,
<br />employees, assigns or Subcontractors are the cause or source of the Incident, Local Agency shall be
<br />responsible for the cost of notifying each person who may have been impacted by the Incident. After an
<br />Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the
<br />future as directed by the State, which may include, but is not limited to, developing and implementing a
<br />remediation plan that is approved by the State at no additional cost to the State.
<br />11. CONFLICTS OF INTEREST
<br />A. Actual Conflicts of Interest
<br />Local Agency shall not engage in any business or activities, or maintain any relationships that conflict
<br />in any way with the full performance of the obligations of Local Agency under this Agreement. Such a
<br />conflict of interest would arise when a Local Agency or Subcontractor's employee, officer or agent were
<br />to offer or provide any tangible personal benefit to an employee of the State, or any member of his or
<br />her immediate family or his or her partner, related to the award of, entry into or management or oversight
<br />of this Agreement. Officers, employees and agents of Local Agency may neither solicit nor accept
<br />gratuities, favors or anything of monetary value from contractors or parties to subcontracts.
<br />Document Builder Generated Page 15 of 25
<br />Rev. 12/09/2016
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