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<br /> 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.
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