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3.11 Patent and Copyright Indemnity II <br /> No infringement. Consultant represents and warrants that, as to project <br /> work, the systems used, and any documentation provided by the I <br /> Consultant hereto, neither the sale thereof to the City nor the use thereof I <br /> by the City will violate any U.S. copyright, U.S. patent, trade secret or ' <br /> trademarks of any person. Consultant shall hold the City harmless from <br /> all judgements and expenses concerning any alleged patent or copyright <br /> infringement in ConsultanYs work. <br /> 3.12 Records and Audit. <br /> Consultant shall keep accurate records and books of account showing all <br /> charges, disbursements or expenses made or incurred by Consultant in <br /> the perFormance of the work herein. Owner shall have the right, upon <br /> reasonable notice; to audit up to three years after payment of its final <br /> invoice, the direct costs, expenses and disbursements made or incurred in <br /> connection with the work performed. <br /> 3.13 Conflict of Interest <br /> This contract is intended to secure ConsultanYs assistance and <br /> cooperation and shall operate to preclude Consultant from performing <br /> work for others during the term of this Contract which would result in a <br /> conflict of interest with the contractual relationship represented by this <br /> Contract. In the event that Consultant undertakes such work, Consultant <br /> shall promptly so notify the City, and the city may, at its option, terminate <br /> this Contract. <br /> 3.14 Force Majeure. <br /> Neither party shall be responsible for delays or failures in performance of <br /> work resulting from acts beyond the reasonable control of such party. <br /> Such acts shall include but not be limited to acts of Nature, strikes, <br /> lockouts, riots, acts of war, governmental regulations superimposed after <br /> the fact, earthquakes and other catastrophes. <br /> 3.15 Compliance with Laws <br /> Consultant agrees that it will comply with all applicable federal, state, and <br /> local laws, regulations, and codes in the performance of this contract. <br /> Consultant further agrees to indemnify City for any loss or damage that <br /> may be sustained by reason of consultant's failure to comply with such <br /> federal, state, and local laws, regulations, and codes in the performance of <br /> this contract. <br /> CONTRACT <br /> PAG E 9 <br />