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<br />108 SECTION 6: ATTACHMENTS | 2014_0122
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<br />exercising any available rights or remedies.
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<br />13.6 Audit rights. Oregon DPS shall have the right during regular business hours and upon reasonable notice, at
<br />Contractor’s premises, by itself or by a person authorized by it, to audit Contractor’s books and records to determine and verify the
<br />information reported in any VSRs. In the event that any such audit reveals underpayment of VCAF fee, Contractor shall immediately
<br />pay the amount of deficiency, together with interest thereon at the rate provided in Section 6.2.3.2. At Oregon DPS’S request,
<br />Contractor shall pay the reasonable cost of an audit, but only if such audit reveals that an underpayment may exist as determined by
<br />Oregon DPS.
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<br />14. Contractor warranties.
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<br />14.1 Contractor makes the representations and warranties in this section for the benefit of Purchasers. Purchasers are
<br />entitled to the warranties, rights, remedies, and benefits under this Addendum. Contractor represents and warrants to Purchasers that:
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<br />(a) Contractor has the power and authority to enter into and perform this Addendum and that this Addendum, when
<br />executed and delivered, will be a valid and binding obligation of Contractor enforceable in accordance with its terms.
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<br />(b) Contractor will, at all times during the term of this Addendum, be qualified to do business in the State of Oregon,
<br />professionally competent and duly licensed to perform services under this Addendum.
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<br />(c) All goods delivered by Contractor under this Addendum will be new, unused, current versions and models, and will
<br />be free from defects in materials, design and manufacture for the longer of Contractor’s or the publisher’s warranty period, through the
<br />expiration of the longer warranty period.
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<br />(d) All goods and services delivered by Contractor will materially conform to, and meet or exceed, the specifications
<br />and acceptance criteria set forth in a Purchase Order, this Addendum, or any documentation provided by Contractor.
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<br />(e) All services performed by Contractor will be performed in accordance with the highest applicable professional or
<br />industry standards, and that only workmanship of the first quality is acceptable.
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<br />(f) Contractor’s performance creates no potential or actual conflict of interest, as defined by ORS chapter 244, for
<br />Contractor, any Contractor personnel, or any approved subcontractors who perform services for Purchasers.
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<br />(g) All goods provided by Contractor are free and clear of any liens and encumbrances, and that Contractor has full
<br />legal title to the goods, and no other person has any right, title or interest in the goods which is superior to or infringe upon the rights
<br />transferred to a Purchaser. Title to goods delivered is subject to the provisions of ORS chapter 72.
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<br />(h) When used as suggested by Contractor in product documentation and otherwise, no good or service delivered by
<br />Contractor infringes any copyright, patent, trade secret, trademark, or other proprietary right of any third party, nor will Purchaser’s
<br />use, duplication, or transfer of the goods or services infringe any such rights.
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<br />(i) All goods and services provided by Contractor comply with all applicable federal and state health and safety
<br />standards.
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<br /> (j) Any approved subcontractors providing goods or performing services under this Addendum have assigned all of
<br />their rights in the goods and services to Purchaser. No third party has any right, title or interest in any goods or services supplied to
<br />Purchaser.
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<br />14.2 Contractor must transfer to Purchaser all manufacturer warranties covering goods at time of delivery at no charge.
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<br />14.3 Contactor shall transfer all goods and services to Purchasers free and clear of any and all restrictions on or conditions of
<br />transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens,
<br />claims, mortgages, security interests, liabilities, and encumbrances of any kind.
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<br />14.4 The warranties set forth in this Addendum are in addition to, and not in lieu of, any other warranties provided in Contractor’s
<br />product and service documentation. All warranties provided in this Addendum and in Contractor’s product and service documentation
<br />are cumulative and should be interpreted expansively so as to afford Purchaser the broadest protection available.
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<br />15. Indemnities and Liability.
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