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exhibits, attachments or references that are incorporated pursuant to State Fiscal Rules and Policies. <br /> 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. "Services" means services performed or tangible material produced or delivered in the performance <br /> 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 performance <br /> of work similar to the Services, and all services, and all consumables, products, and materials used in <br /> performance of the Services shall be of good quality and free from faults and defects. Contractor warrants <br /> that (a) services provided under this contract shall meet the description in Exhibit A, Scope of Work, (b) <br /> there are no pending or threatened suits, claims, or actions of any type with respect to the services <br /> provided and (c) the services shall be free and clear of any liens, encumbrances, or claims arising by or <br /> 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 December 31, 2008. Performance of this contract shall <br /> commence as soon as practicable after the Effective Date and shall be undertaken and performed in <br /> the 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 <br /> extended under the same terms and conditions as the original contract, including, but not limited to <br /> prices, rates and service delivery requirements. This extension shall terminate at the end of the <br /> three (3) month period or when the replacement contract is signed by the Colorado State Controller <br /> or an authorized 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, from <br /> available State funds encumbered in a maximum amount not to exceed $400,000 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 include <br /> 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 for the purchase of Services shall be $400,000 in fiscal years 2008 <br /> and 2009. <br /> Page 2 of 14 <br />