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11. CONFLICTS OF INTEREST
<br />Contractor shall not engage in any business or personal activities or practices or maintain any relationships
<br />which conflict in any way with the full performance of Contractor's obligations hereunder. Contractor
<br />acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the
<br />State's interests. Absent the State's prior written approval, Contractor shall refrain from any practices, activities
<br />or relationships that reasonably appear to be in conflict with the full performance of Contractor's obligations to
<br />the State hereunder. If a conflict or appearance exists, or if Contractor is uncertain whether a conflict or the
<br />appearance of a conflict of interest exists, Contractor shall submit to the State a disclosure statement setting
<br />forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to
<br />follow the State's direction in regard to the apparent conflict constitutes a breach of this Contract.
<br />12. REPRESENTATIONS AND WARRANTIES
<br />Contractor makes the following specific representations and warranties, each of which was relied on by the State
<br />in entering into this Contract.
<br />A. Standard and Manner of Performance
<br />Contractor shall perform its obligations hereunder in accordance with the currently accepted standards of
<br />care, skill and diligence in Contractor's industry, trade, or profession and in the sequence and manner set
<br />forth in this Contract.
<br />B. Legal Authority — Contractor Signatory
<br />Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all
<br />actions required by its procedures, and by -laws, and/or applicable laws to exercise that authority, and to
<br />lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind
<br />Contractor to its terms. If requested by the State, Contractor shall provide the State with proof of
<br />Contractor's authority to enter into this Contract within 15 days of receiving such request.
<br />C. Licenses, Permits, Etc.
<br />Contractor represents and warrants that as of the Effective Date it has, and that at all times during the term
<br />hereof it shall have and maintain, at its sole expense, all licenses, certifications, approvals, insurance,
<br />permits, and other authorizations required by law to perform its obligations hereunder. Contractor warrants
<br />that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other
<br />authorizations required to properly perform this Contract, without reimbursement by the State or other
<br />adjustment in Contract Funds. Additionally, all employees, agents, and Subcontractors of Contractor
<br />performing Services under this Contract shall hold all required licenses or certifications, if any, to perform
<br />their responsibilities. Contractor, if a foreign corporation or other foreign entity transacting business in the
<br />State of Colorado, further warrants that it currently has obtained and shall maintain any applicable
<br />certificate of authority to transact business in the State of Colorado and has designated a registered agent in
<br />Colorado to accept service of process. Any revocation, withdrawal or non - renewal of licenses,
<br />certifications, approvals, insurance, permits or any such similar requirements necessary for Contractor to
<br />properly perform the terms of this Contract is a material breach by Contractor and constitutes grounds for
<br />termination of this Contract.
<br />13. INSURANCE
<br />Contractor and its Subcontractors shall obtain and maintain insurance as specified in this section at all times
<br />during the term of this Contract. All policies evidencing the insurance coverage required hereunder shall be
<br />issued by insurance companies satisfactory to Contractor and the State.
<br />A. Contractor
<br />i. Public Entities
<br />If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
<br />CRS §24 -10 -101, et seq., as amended (the "GIA "), then Contractor shall maintain at all times during
<br />the term of this Contract such liability insurance, by commercial policy or self - insurance, as is
<br />necessary to meet its liabilities under the GIA. Contractor shall show proof of such insurance
<br />satisfactory to the State, if requested by the State. Contractor shall require each contract with a
<br />Subcontractor that is a public entity, to include the insurance requirements necessary to meet such
<br />Subcontractor's liabilities under the GIA.
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