|
B. Notification
<br />Contractor shall notify its agent, employees, Subcontractors and assigns who may come into contact with State records and
<br />confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a
<br />written explanation of such requirements before permitting them to access such records and information.
<br />C. Use, Security, and Retention
<br />Confidential information of any kind shall not be distributed or sold to any third party or used by Contractor or its agents in any
<br />way, except as authorized by this Contract or approved in writing by the State. Contractor shall provide and maintain a secure
<br />environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential
<br />information shall not be retained in any files or otherwise by Contractor or its agents, except as permitted in this Contract or
<br />approved in writing by the State.
<br />D. Disclosure - Liability
<br />Disclosure of State records or other confidential information by Contractor for any reason may be cause for legal action by third
<br />parties against Contractor, the State or their respective agents. Contractor shall indemnify, save, and hold harmless the State, its
<br />employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees
<br />and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees
<br />pursuant to this §10.
<br />11. CONFLICTS OF INTEREST
<br />Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way
<br />with the full performance of Contractor's obligations hereunder. Contractor acknowledges that with respect to this Contract, even the
<br />appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, Contractor shall refrain
<br />from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Contractor's
<br />obligations to the State hereunder. If a conflict or appearance exists, or if Contractor is uncertain whether a conflict or the appearance of a
<br />conflict of interest exists, Contractor shall submit to the State a disclosure statement setting forth the relevant details for the State's
<br />consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict
<br />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 in entering into this
<br />Contract.
<br />A. Standard and Manner of Performance
<br />Contractor shall perform its obligations hereunder in accordance with the normal standards of care, skill and diligence in
<br />Contractor's industry, trade, or profession and in the sequence and manner set 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 actions required by its
<br />procedures, and by -laws, and /or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to
<br />execute this Contract, or any part thereof, and to bind Contractor to its terms. If requested by the State, Contractor shall provide the
<br />State with proof of 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 hereof it shall have and
<br />maintain, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorizations required by law to
<br />perform its obligations hereunder. Contractor warrants that it shall maintain all necessary licenses, certifications, approvals,
<br />insurance, permits, and other 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 performing Services under
<br />this Contract shall hold all required licenses or certifications, if any, to perform their responsibilities. Contractor, if a foreign
<br />corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and
<br />shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered
<br />agent in 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 during the term
<br />of this Contract. All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies
<br />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 />Page 5 of 13
<br />
|