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D. Disclosure -Liability
<br />Disclosure of State records or other confidential information by the Local Agency for any reason
<br />may be cause for legal action by third parties against the Local Agency, the State or their
<br />respective agents. The Local Agency is prohibited from providing indemnification to the State
<br />pursuant to the Constitution of the State of Colorado, Article XI, Section 1, however, the Local
<br />Agency shall be responsible for any and all claims, damages, liability and court awards including
<br />costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission
<br />by the Local Agency, or its employees, agents, or assignees pursuant to this §12.
<br />13. CONFLICT OF INTEREST
<br />The Local Agency shall not engage in any business or personal activities or practices or maintain
<br />any relationships which conflict in any way with the full performance of the Local Agency's
<br />obligations hereunder. The Local Agency acknowledges that with respect to this Agreement even
<br />the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior
<br />written approval, the Local Agency shall refrain from any practices, activities or relationships that
<br />reasonably appear to be in conflict with the full performance of the Local Agency's obligations to
<br />the State hereunder. If a conflict or appearance exists, or if the Local Agency is uncertain whether
<br />a conflict or the appearance of a conflict of interest exists, the Local Agency shall submit to the
<br />State a disclosure statement setting forth the relevant details for the State's consideration. Failure
<br />to promptly submit a disclosure statement or to follow the State's direction in regard to the
<br />apparent conflict constitutes a breach of this Agreement.
<br />14. REPRESENTATIONS AND WARRANTIES
<br />A. Agreement Representations and Warranties
<br />The Local Agency makes the following specific representations and warranties, each of which
<br />was relied on by the State in entering into this Agreement:
<br />i. Standard and Manner of Performance
<br />The Local Agency shall perform its obligations hereunder, including in accordance with the
<br />highest professional standard of care, skill and diligence and in the sequence and manner set
<br />forth in this Agreement and specified in Task Order(s).
<br />ii. Legal Authority — The Local Agency and the Local Agency's Signatory
<br />The Local Agency warrants that it possesses the legal authority to enter into this Agreement
<br />and that it has taken all actions required by its procedures, by-laws, and/or applicable laws to
<br />exercise that authority, and to lawfully authorize its undersigned signatory to execute this
<br />Agreement, or any part thereof, and to bind the Local Agency to its terms. If requested by the
<br />State, the Local Agency shall provide the State with proof of the Local Agency's authority to
<br />enter into this Agreement or any Task Order within 15 days of receiving such request.
<br />iii. Licenses, Permits, Etc.
<br />The Local Agency represents and warrants that as of the Effective Date it has, and that at all
<br />times during the term hereof it shall have, at its sole expense, all licenses, certifications,
<br />approvals, insurance, permits, and other authorization required by law to perform its
<br />obligations hereunder. The Local Agency warrants that it shall maintain all necessary
<br />licenses, certifications, approvals, insurance, permits, and other authorizations required to
<br />properly perform this Agreement, without reimbursement by the State or other adjustment in
<br />Agreement Funds. Additionally, all employees and agents of the Local Agency performing
<br />Services under this Agreement shall hold all required licenses or certifications, if any, to
<br />perform their responsibilities. The Local Agency, if a foreign corporation or other foreign entity
<br />transacting business in the State of Colorado, further warrants that it currently has obtained
<br />and 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, insurance,
<br />permits or any such similar requirements necessary for the Local Agency to properly perform
<br />the terms of this Agreement shall be deemed to be a material breach by the Local Agency
<br />and constitute grounds for termination of this Agreement.
<br />Page 15 of 26
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