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14.1 During the term of this contract, Contractor shall not engage in any business or personal activities or <br />practices or maintain any relationships which conflict in any way with the full performance of <br />Contractor's obligations under this contract. <br />14.2 Additionally, Contractor acknowledges that in governmental contracting, even the appearance of a <br />conflict of interest is harmful to the interests of the State. Thus, Contractor shall refrain from any <br />practices, activities or relationships that could reasonably be considered to be in conflict with the full <br />performance of Contractor's obligations to the State in accordance with the terms and conditions of <br />this contract, without the prior written approval of the State. <br />14.3. In the event that Contractor is uncertain whether the appearance of a conflict of interest may <br />reasonably exist, Contractor shall submit to the State a full disclosure statement setting forth the <br />relevant details for the State's consideration and direction. Failure to promptly submit a disclosure <br />statement or to follow the State's direction in regard to the apparent conflict shall be grounds for <br />termination of the contract. <br />14.4. Contractor and subcontractors, permitted under the terms of this contract, shall maintain a written <br />code of standards governing the performance of their respective employees engaged in the award <br />and administration of contracts. No employee, officer or agent of Contractor or any permitted <br />subcontractor shall participate in the selection, or in the award or administration of a contract or <br />subcontract supported by Federal funds if a conflict of interest, real or apparent, would be involved. <br />Such a conflict would arise when: <br />(a) an employee, officer or agent; <br />(b) any member of the employee's immediate family; <br />(c) an employee's partner; or <br />(d) an organization, which employs, or is about to employ, any of the above, <br />has a financial or other interest in the firm selected for award. Contractor's or subcontractor's <br />officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of <br />monetary value from Contractor, potential contractors, or parties to sub-agreements. <br />REPRESENTATIONS AND WARRANTIES <br />15. Warranties. During the term of this contract and for a period of twelve (12) months following the <br />State's final acceptance under this contract, Contractor warrants as follows: <br />15.1 All Goods furnished under this contract shall be new and in good working order, free from defects in <br />materials or workmanship, installed properly and in accordance with manufacturers' <br />recommendations or other industry standards and will function in a failure-free manner. Contractor <br />shall repair or replace, at its option, any Goods that fail to satisfy this warranty. <br />15.2 Contractor shall assign and deliver to the State all written manufacturer's warranties relating to the <br />Goods. <br />15.3 All Services under this Contract shall be performed in accordance with the specifications set forth in <br />this contract and Exhibit A and in a manner acceptable to the State. Contractor shall re-perform any <br />Services that fail to satisfy this warranty. <br />15.4 All deliverables delivered under this contract by Contractor shall meet the specifications set forth in <br />this contract and Exhibit A. Contractor shall correct or replace any deliverables which fail to satisfy <br />this warranty. <br />Page 6 of 15 <br />