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D.Disclosure-Liability <br /> Disclosure of State records or other confidential information by Contractor for any reason may be cause for <br /> legal action by third parties against Contractor,the State or their respective agents.Contractor shall <br /> indemnify,save,and hold harmless the State,its employees and agents,against any and all claims, <br /> damages,liability and court awards including costs,expenses,and attorney fees and related costs, incurred <br /> 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 <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 normal standards of care,skill <br /> and diligence in Contractor's industry,trade,or profession and in the sequence and manner set forth in this <br /> 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 /> Page 6 <br />