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1.3. "Exhibit" means a statement of work document, schedule, budget, or other identified exhibit which <br />has been incorporated into and attached to this contract. <br />1.4. "Goods" means anything that is produced or manufactured and that is obtained by the State, either <br />in and of itself, or in conjunction with services. <br />1.5. "Services" means services performed or tangible material produced or delivered in the <br />performance of services. <br />BASIC CONTRACT TERMS <br />2. Statement of Work <br />Contractor shall perform the Services described in Exhibit A, Scope of Work. <br />3. Performance Standard <br />Contractor shall perform the Services described in Exhibit A, Scope of Work, in accordance with the <br />highest standard of care, skill and diligence provided by a professional person or company in <br />performance of work similar to the Services, and all services, and all consumables, products, and <br />materials used in performance of the Services shall be of good quality and free from faults and defects. <br />Contractor warrants that (a) services or goods provided under this contract shall meet the description in <br />Exhibit A, Scope of Work, (b) there are no pending or threatened suits, claims, or actions of any type with <br />respect to the services or goods provided and (c) the services and goods shall be free and clear of any <br />liens, encumbrances, or claims arising by or through Contractor or any party related to Contractor. <br />4. Performance Term <br />4.1. This contract shall be effective upon approval by the Colorado State Controller, or designee (the <br />"Effective Date") and extend through July 31, 2009. Performance of this contract shall commence <br />as soon as practicable after the Effective Date and shall be undertaken and performed in the <br />sequence and manner set forth in Exhibit A, Scope of Work. <br />4.2. In the event the State desires to continue the Services and a replacement contract has not been fully <br />approved by the termination date of this contract, the State, upon written notice to Contractor, may <br />unilaterally extend this contract for a period of up to three (3) months. The contract shall be extended <br />under the same terms and conditions as the original contract, including, but not limited to prices, rates <br />and service delivery requirements. This extension shall terminate at the end of the three (3) month <br />period or when the replacement contract is signed by the Colorado State Controller or an authorized <br />delegate. <br />5. Grant Award (Compensation) <br />5.1. Payment of compensation pursuant to this contract will be made as earned, in whole or in part, <br />from available State funds encumbered in a maximum amount not to exceed $278,476 for the <br />performance of the Services required by this contract and Exhibit A, Scope of Work. Satisfactory <br />performance under the terms of this contract shall be a condition precedent to the State's obligation <br />to compensate Contractor. <br />5.2. The maximum compensation payable under this contract, and under any renewal hereof, shall <br />include all Contractor fees, costs and expenses. <br />5.3. The State shall not be liable to Contractor for payment of work or services or for costs or expenses <br />incurred by Contractor prior to the "Effective Date". <br />5.4. The maximum amount available during each fiscal year of this contract for the purchase of Goods <br />and Services shall be $278,476 in fiscal years 2008 and 2009. <br />Page 2 of 14 <br />