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CMS 62167 <br /> CMS#65485 <br /> 7.11.Representations and Warranties. <br /> Operator makes the following speeifm representstions;and warranties,each of which was relied <br /> on by the State in eruering into this Agreement. <br /> 7.11.1. Standard and Manner of Performance.Operator shall perform its obligations hereunder <br /> in accordance with the highest standards of care,skill and diligence in Operator's <br /> industry,trade,or profession and in the sequence and manna set forth in this <br /> Agreement. <br /> 7.11.2. Legal Authority—Operator Signatory.Operator warrants that it possesses the legal <br /> authority to enter into this Agreement 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 <br /> lawfully authorize its undersigned signatory to execute this Agreement,or any part <br /> thereof,and to bind Operator to its terms.If requested by the State,Operator shall <br /> provide the State with proof of Operator's authority to enter into this Agreement within <br /> 15 days of receiving such request. <br /> 7.11.3. Licenses,Permits,etc. Operator represents and warrants that as of the Effective Date it <br /> has,and that at all times during the term hereof it shall have and maintain,at its sole <br /> expense,all licenses,certifications,approvals,insurance,permits,and other <br /> authorizations required by law to perform its obligations hereunder.Operator warrants <br /> that it shall maintain all necessary licenses,certifications,approvals,insurance,permits, <br /> and other suthoriutions required to properly perform this Agreement,without <br /> reimbursement by the State or other adjustment in Agreement funds.Additionally,all <br /> employees,agents,and subcontractors of Operator perfatming Services under this <br /> Agreement shall hold all required licenses or certifications,if any,to perform their <br /> responsibilities.Operator,if a foreign corporation or other foreign entity transacting <br /> 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 <br /> Colorado and has designated a registered agent in Colorado to accept service of process. <br /> Any revocatioN withdrawal,or non-renewal of licenses,certifications,approvals, <br /> insurance,permits,or any such similar requirements necessary for Operator to properly <br /> perform the tams of this Agreement is a material breach by Operator and constitutes <br /> grounds for termination of this Agreement. <br /> 8. Smtxial Provisions <br /> 8.1. Controller's Approval.§24-30-202(I)C.R.S. <br /> This Agreement shall not be valid until it ha+been approved by the Colorado State Controller or <br /> designee(the"Effective Date"). <br /> 8.2. Fund Availability.§24-30-202(5.5)C.R.S. <br /> Financial obligations of the State payable after the current fiscal year are contingent upon funds <br /> for that purpose being appropriated,budgeted,and otherwise made available. <br /> 8.3. Independent Contractor <br /> Operator shall perform its dudes hereunder as an independent contractor and not as an <br /> employee.Neither Operator nor any agent or employee of Operator shall be deemed to be an <br /> agent or employee of the Statc Operator and its employees and agents are not entitled to <br /> unemployment insurance or workers compensation benefits through the State and the State shall <br /> not pay for or otherwise provide such coverage for Operator or any of its agents or employers. <br /> Unemployment insurance benefits will be available to Operator and its employees and agents <br /> only if such coverage is made available by Operator or a third party.Operator shall pay when <br /> due all applicable employment taxes and income taxes and local head taxes incurred pursuant to <br /> this Agreement.Operator shall not have authorization,express or implied,to bind the State to <br /> Page 7of10 <br /> Exhibit H-7 <br /> N - 33 <br />