Common use of Contractor’s General Representations and Warranties Clause in Contracts

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Services or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel that will perform Services under this Contract. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit D, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Contractor has no undisclosed liquidated and delinquent debt owed to State or any department or agency of State. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Services and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Services and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the Contract, the Application Services will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectives, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Services or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Services are free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Services expressly permitted by the terms and conditions by the license under which it was provided. Contractor shall comply with.

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Services or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel that will perform Services under this Contract. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit D, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Contractor has no undisclosed liquidated and delinquent debt owed to State or any department or agency of State. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Services and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Services and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the Contract, the Application Services will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectives, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Services or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Services are free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Services expressly permitted by the terms and conditions by the license under which it was provided. Contractor shall comply with.

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Services or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel that will perform Services under this Contract. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit DC, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D C is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of the State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of the State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of the State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Services and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Services and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the Contract, the Application Services will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectives, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Services or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Services are free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Services expressly permitted by the terms and conditions by the license under which it was provided. Contractor shall comply with.

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Subscription Services or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel or Key Person that will perform Services under this Contract, and creates no other violation of ORS Chapter 244 for Contractor, its agents, or contractors. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit D, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Contractor has no undisclosed liquidated and delinquent debt owed to State or any department or agency of State. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Subscription Services and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Subscription Services and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the Contract, the Application Services will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Sixth Edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectivessupplemented by standards set forth in ISO 12207, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Subscription Services or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Consumer Information Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Subscription Services are free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Subscription Services expressly permitted by the terms and conditions by the license under which it was provided. Contractor shall comply with.

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Subscription Services or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel or Key Persons that will perform Services under this Contract, and creates no other violation of ORS Chapter 244 for Contractor, its agents, or contractors. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit D, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Contractor has no undisclosed liquidated and delinquent debt owed to State or any department or agency of State. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Services and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Services and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the ContractCommencing at Final Acceptance, the Application Services will materially conform to their Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Editionsixth or more current edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectivessupplemented by standards set forth in ISO 12207, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Services or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Consumer Information Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Subscription Services are free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper hampers performance of the software, collect unlawful personally identifiable unlawfully collects information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Subscription Services expressly permitted by the terms and conditions by the license under which it was provided. Contractor shall comply with.

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Services or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel or Key Person that will perform Services under this Contract, and creates no other violation of ORS Chapeter 244 for Contractor, its agents, or contractors. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit DC, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D C is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of the State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of the State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of the State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Services and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Services and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the Contract, the Application Services will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectives, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Services or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Services are free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Services expressly permitted by the terms and conditions by the license under which it was provided. Contractor shall comply with.

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. ; This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. ; Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. ; Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Services System or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel that will perform Services under this Contract. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit D, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of the State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of the State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of the State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. ; and Contractor has no undisclosed liquidated and delinquent debt owed to the State of Oregon or any department or agency of Statethe State of Oregon. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Services System and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Services System and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the Contract, the Application Services System will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Sixth Edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectives, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Services System or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Services are System is free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the softwareSoftware, collect unlawful personally identifiable information on users, or prevent the software Software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Services System expressly permitted by the terms and conditions by the license under which it was provided. Warranties exclusive; disclaimers. The warranties set forth in this Contract are exclusive and in lieu of all other warranties, whether express or implied, and Contractor shall comply withexpressly disclaims all other warranties, including any implied warranties of merchantability, or fitness for a particular purpose. Contractor does not warrant that Agency’s use of the System will be uninterrupted or error free. The warranties stated above will not apply to the extent that there has been misuse (including, but not limited to, any use of the System capacity or capability, other than that authorized by Contractor in writing), accident, modification, unsuitable physical or operating environment, operation in other than the specified operating environment, improper maintenance by Agency or a third party, or failure or damage caused by a product for which Contractor is not responsible.

Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract. This Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms. Contractor will, at all times during the term of this Contract, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Services or other Services will not violate any such law, ordinance, regulation or order. Contractor’s performance under this Contract to the best of Contractor's ’s knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel or Key Persons that will perform Services under this Contract, and creates no other violation of ORS Chapter 244 for Contractor, its agents, or contractors. The Certification Statement For Independent Contractor in the form attached hereto as Exhibit D, is true and accurate as of the Effective Date, and Contractor will notify Agency in writing if the information or certification changes during the term of this Contract such that the attached Exhibit D is no longer true and accurate. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date, faithfully has complied with: All tax laws of the State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; Any tax provisions imposed by a political subdivision of the State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; Any tax provisions imposed by a political subdivision of the State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors provide the Application Services and to perform the Services described in this Contract in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Application Services and other Services that Contractor is providing to Agency pursuant to this Contract. Throughout the Contract, the Application Services will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and are free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Fifth Edition, the Software Engineering Institute and the Control Objectives for Information and related Technology (COBIT®) objectives, as well as standards established by DAS for quality assurance services. Contractor shall comply with the applicable requirements set forth in DAS Oregon Statewide IT and Information Security Policies, found at xxxx://xxx.xxxxxx.xxx/DAS/op/Pages/policies.aspx, as those policies are amended from time to time. In the event of a DAS IT Policy amendment that impacts the Application Services or the Services, the required change will be managed according to the Change Control process in Section 7.1 of this Contract. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the requirements of the Oregon Identity Theft Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. The Aplication Services are free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the Application Services expressly permitted by the terms and conditions by the license under which it was provided. Contractor shall comply with.