NEWPORT BEACH, CITY OF 2 -2004 - Laserfiche WebLink

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Attachment B 24. INTELLECTUAL PROPERTY INDEMNITY The Contractor shall defend and indemnify City, its agents, officers, representatives and employees, against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's Deliverables and specifications provided under this Agreement. 25. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 26. WITH HOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 27. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Contractor, the additional expense shall be borne by Contractor. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 28. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other consultants or contractors in connection with the Project. 15 ,<,\