Each party represents, warrants, and covenants the following:
a. Its execution, delivery, and performance of this Agreement do not violate the terms of any law, regulation, court order or material agreement to which such party is subject;
b. Each party shall comply with applicable laws, statutes, regulations and ordinances; and
c. This Agreement is a valid and binding obligation of the representing party, enforceable against such party in accordance with its terms.
Contractor represents, warrants, and covenants to Dallas College the following:
a. All Services provided will comply with the provisions of this Agreement and installation will be of professional quality by skilled workers in accordance with the standards set forth in this Agreement or, in the absence thereof, as a minimum in accordance with industry standards and practices;
b. Contractor and its employees and any authorized Subcontractors shall be qualified with suitable training, experience and skill, and shall have all rights, certifications, permits and licenses necessary to fulfill their obligations under this Agreement;
c. Contractor shall, as provided herein, use all reasonable efforts to avoid the disruption of normal operations of Dallas College;
d. Contractor shall not infringe, misappropriate, or violate any third-party rights, including, without limitation, property or contractual rights, nondisclosure obligations, trademark rights, copyrights, patent rights or other proprietary rights;
e. Contractor shall maintain appropriate backup, contingency and remedial plans necessary to ensure Contractor's continued performance under the Agreement;
f. Contractor, upon the written request of Dallas College, shall deliver to Dallas College its most current financial statements or annual report as prepared by or for Contractor, or its parent company, in the ordinary course of its business;
g. Contractor shall at all times maintain financial and other resources sufficient to permit Contractor to perform its obligations hereunder and pay its debts generally as they become due and to provide the products and/or Services specified herein. When reasonably requested by Dallas College, Contractor shall provide evidence of compliance with such requirement;
h. If, for any reason, including adverse financial conditions, Contractor suspects or discovers that Contractor shall not be able to perform its obligations hereunder, Contractor shall immediately notify Dallas College in writing. This notification must include a detailed description of the problem, the causes of the problem and a plan to resolve the problem. All such plans are subject to Dallas College's prior written approval and submission of such a plan shall not relieve Contractor of its obligations under this Agreement and shall not preclude any remedies available to Dallas College hereunder;
i. Contractor does not have and will not permit any labor or materialman's liens or judgments of any kind against the Services and agrees that this Agreement, or any interest therein shall not be assigned for the purpose of financing the Services or any portion thereof without the prior written approval of Dallas College. Prior to final payment(s) by Dallas College to Contractor for Services provided under this Agreement, Contractor shall provide, when applicable, Dallas College with waiver(s) of lien in a form satisfactory to Dallas College;