3. Representations and Warranties
3.1 Representations and Warranties of Both Parties
Each party hereto represents and warrants to the other that:
(i) it has adequate power and authority to conduct its business as presently conducted or
contemplated hereby to be conducted, to enter into this Contract and to perform its
obligations hereunder;
(ii) It possesses full authority to execute and deliver this Contract and that it does not
contravene any applicable law, rule or regulation;
(iil) its execution, delivery and performance of the Contract have been duly authorized by,or
are in accordance with, its organic instruments, and this Contracthas been duly executed
and delivered for it by the signatories so authorized and it constitutes its legal, valid and
binding obligation;
(iv) its execution, delivery and performance of this Contract will not result in a breach or
violation of, or constitute a default under any agreement, lease or instrument to which itis a
party or by which it or its properties may be bound or affected; and
(v) it is has not received any notice, nor to the best of its knowledge, is there pending or
threatened any notice of any violation of any applicable laws, ordinances, regulations, rules,
decrees, awards, permits or orders that would materially and adversely affectits ability to
perform hereunder.
3.2 Representations and Warranties of ESCO
ESCO hereby warrants, represents and promises that:
(i) before starting to perform the Contract ESCO shall a) provide proof and documentation
that it is qualified, licensed or otherwise permitted to do business in the State of New
Hampshire including all required insurance and bonds pursuant to this Contract to the extent
not included in Attachment 9 - Corporate Resolution;
(ii) ESCO shall use subcontractors who are qualified, licensed and bonded in this State and
approved by Customer in writing to perform the Work so subcontracted pursuant to the
terms hereof:
(iii) ESCO has all requisite authority to license the use of proprietary property, bothtangible
and intangible, contemplated by this Contract:
(iv) equipment installed as part of the ECMs/OCMs will meet or exceed the equipment
standards set forth in Attachment 5 - Major Equipment List and
(v) ESCO acknowedges that Customer reserves the right to reject all non-conforming goods
and to cause their return for credit or replacement at Customer soption;
(vi) the equipment installed as part of the ECMs/OCMs is or will be compatible with all other
Premises’ mechanical and electrical systems, subsystems, or components with which such
equipment interacts, and that, as installed, neither such equipmentnor such other systems,
subsystems, or components will materially adversely affect each other as a direct or indirect
result of equipment installation or operation;
(vii) ESCO is financially solvent, able to pay its debts as they mature and possesses
sufficient working capital to complete the work and perform its obligations underthe
6 ESCO Contract — Nashua Schools & EEI, Inc.
