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ii, any member of the employee's immediate family; <br />iii. an employee's partner; or <br />iv. an organization, which employs, or is about to employ, any of the aforementioned. <br />C. Determination by State-Default <br />If Contractor is uncertain whether the appearance of a conflict of interest exists, Contractor shall submit to <br />the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to <br />promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict <br />shall be considered a material default of this Contract. <br />D. Code of Performance <br />Contractor and sub-contractors, if any, shall maintain a written code of standards governing the performance <br />of their respective employees, agents, and contractors engaged in the award and administration of this <br />Contract. Contractor shall provide a copy of such code to the State within 10 days of the State's written <br />request therefore. <br />13. WARRANTIES <br />A. Services and Goods <br />During the term of this Contract and for a period of 36 months following the State's fmal acceptance under <br />this Contract, Contractor, as part of Contractor's obligations hereunder and at no additional cost to the State, <br />warrants, as follows: <br />i. Specifications <br />All Services performed and all Goods delivered shall meet the specifications set forth in this <br />Contract and are acceptable to the State. <br />ii. Suits, Claims, and Actions <br />There are not nor will there be any pending or threatened suits, claims, or actions of any type with <br />respect to the Services or Goods provided, and <br />iii. Liens and Enumbrances <br />All Services performed and Goods provided are and shall remain free and clear of any liens, <br />encumbrances, or claims arising by or through Contractor or any party related to Contractor. <br />B. Standard And Manner Of Performance <br />Contractor shall perform the Services and deliver the Goods in accordance with the highest standard of care, <br />skill and diligence provided by a professional person or company in performance of work similar to the <br />Services. All services, consumables, products, and materials used in performance of the Services shall be of <br />good quality and/or free from faults and defects. Contractor shall perform its obligations hereunder in the <br />sequence and manner set forth in the Statement of Work section of this Contract. <br />C. Inspection and Verification <br />The State reserves the right to inspect all Services and Goods provided hereunder at all reasonable times and <br />places to verify that they conform to the requirements of the Statement of Work section of this Contract. <br />D. Remedies <br />If the Contractor breaches any of its warranties, the State may require Contractor to promptly perform the <br />Services or provide Goods again in conformity with Contract requirements, at no additional cost to the State. <br />If such breaches cannot be, or are not cured, the State may, in addition to any other remedies provided for in <br />this Contract, require Contractor to take necessary action to ensure that future performance conforms to the <br />provisions of this Contract; and equitably reduce the payment due to Contractor to reflect the reduced value <br />of the Services performed or Goods provided. Any reduction, delay or denial of payment under this provision <br />shall not constitute a breach of Contract or default by the State. <br />14. REPRESENTATIONS <br />A. Licenses, Permits, Etc. <br />Contractor warrants that as of the Effective Date it has, and that all times during the term hereof it will have, <br />at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorizations required <br />by law to perform the Services and/or deliver the Goods specified herein. Additionally, all employees of <br />Page 6 of 14 <br />