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REPRESENTATIONS AND WARRANTIES <br />15. Warranties. During the term of this contract and for a period of 12 months following the State's final <br />acceptance under this contract, Contractor warrants as follows: <br />15.1 All Goods furnished under this contract shall be new and in good working order, free from defects in <br />materials or workmanship, installed properly and in accordance with manufacturers' <br />recommendations or other industry standards and will function in a failure -free manner. Contractor <br />shall repair or replace, at its option, any Goods that fail to satisfy this warranty. <br />15.2 Contractor shall assign and deliver to the State all written manufacturer's warranties relating to the <br />Goods. <br />15.3 All Services under this Contract shall be performed in accordance with the specifications set forth in <br />this contract and Exhibit A and in a manner acceptable to the State. Contractor shall re- perform <br />any Services that fail to satisfy this warranty. <br />15.4 All deliverables delivered under this contract by Contractor shall meet the specifications set forth in <br />this contract and Exhibit A. Contractor shall correct or replace any deliverables which fail to satisfy <br />this warranty. <br />The foregoing warranties and such other warranties as may be set forth in Exhibit A, Statement of Work, <br />are a part of the minimum work requirements of this contract, and as such will be at no additional cost to <br />the State. <br />16. Licenses, Permits, and Responsibilities <br />Contractor certifies that, at the time of entering into this contract, it has currently in effect all necessary <br />licenses, certifications, approvals, insurance, permits, and other authorizations required to properly <br />perform the Services and /or deliver the Goods covered by this contract. Contractor warrants that it shall <br />maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations <br />required to properly perform this contract, without reimbursement by the State or other adjustment in <br />contract price. Additionally, all employees of Contractor performing services under this contract shall hold <br />the required licenses or certification, if any, to perform their responsibilities. Contractor, if a foreign <br />corporation or other entity transacting business in the State of Colorado, further certifies that it currently <br />has obtained and shall maintain any applicable certificate of authority to do business in the State of <br />Colorado and has designated a registered agent in Colorado to accept service of process. Any <br />revocation, withdrawal or non - renewal of licenses, certifications, approvals, insurance, permits or any <br />such similar requirements necessary for Contractor to properly perform this contract, shall be deemed to <br />be a default by Contractor and grounds for termination of this contract by the State. <br />17. Tax Exempt Status <br />Contractor acknowledges that the State of Colorado is not liable for any sales, use, excise, property or <br />other taxes imposed by any Federal, State or local government tax authority. The State also is not liable <br />for any Contractor franchise or income related tax. No taxes of any kind shall be charged to the State. <br />18. Legal Authority <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, by -laws, and /or applicable laws to exercise that authority, and to <br />lawfully authorize its undersigned signatory to execute this contract and to bind Contractor to its terms. <br />Contractor agrees it shall submit voluntarily to the personal jurisdiction of the Federal and State courts in <br />the State of Colorado and venue in the City and County of Denver, Colorado. The person(s) executing <br />this contract on behalf of Contractor warrant(s) that such person(s) have full authorization to execute this <br />contract. <br />Page 6 of 13 <br />04 -11 -07 <br />