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work that has not been remedied or resolved in a manner satisfactory to the City's Contract
<br />Administrator or failure to comply with this Agreement. The amount withheld shall not be subject
<br />to payment of interest by City.
<br />VI. GENERAL CONDITIONS
<br />A. Indemnification
<br />Contractor shall protect and defend at Contractor's expense, counsel being subject to the
<br />City's approval, and indemnify and hold harmless the City and the City's officers,
<br />employees, volunteers, and agents from and against any and all losses, penalties, fines,
<br />damages, settlements, judgments, claims, costs, charges, expenses, or liabilities, including
<br />any award of attorney fees and any award of costs, in connection with or arising directly
<br />or indirectly out of any act or omission by the Contractor or by any officer, employee,
<br />agent, invitee, subcontractor, or sublicensee of the Contractor. The provisions and
<br />obligations of this Section shall survive the expiration or earlier termination of this
<br />Agreement. To the extent considered necessary by the City Manager, any sums due
<br />Contractor under this Agreement may be retained by City until all of City's claims for
<br />indemnification pursuant to this Agreement have been settled or otherwise resolved, and
<br />any amount withheld shall not be subject to payment of interest by City.
<br />B. Intellectual Property
<br />Contractor shall protect and defend at Contractor's expense, counsel being subject to the
<br />City's approval, and indemnify and hold harmless the City from and against any and all
<br />losses, penalties, fines, damages, settlements, judgments, claims, costs, charges, royalties,
<br />expenses, or liabilities, including any award of attorney fees and any award of costs, in
<br />connection with or arising directly or indirectly out of any infringement or allegation of
<br />infringement of any patent, copyright, or other intellectual property right in connection
<br />with the Contractor's or the City's use of any copyrighted, patented or un -patented
<br />invention, process, article, material, or device that is manufactured, provided, or used
<br />pursuant to this Agreement. If the Contractor uses any design, device, or materials covered
<br />by letters, patent or copyright, it is mutually agreed and understood without exception that
<br />the bid prices shall include all royalties or costs arising from the use of such design, device,
<br />or materials in any way involved in the work.
<br />C. Termination for Cause
<br />The City may terminate this Agreement for cause if the Contractor has not corrected the
<br />breach within ten (10) days after written notice from the City identifying the breach. The
<br />City Manager may also terminate this Agreement upon such notice as the City Manager
<br />deems appropriate under the circumstances in the event the City Manager determines that
<br />termination is necessary to protect the public health or safety. The Parties agree that if the
<br />City erroneously, improperly or unjustifiably terminates for cause, such termination shall
<br />be deemed a termination for convenience, which shall be effective thirty (30) days after
<br />such notice of termination for cause is provided.
<br />3
<br />CAM #23-0426
<br />Exhibit 3
<br />Page 3 of 18
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