claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City or any of its officers or employees, in either
their official or individual capacity, for violations of or infringement of the copyright or patent
laws of the United States or of any other nation. Service Provider agrees to indemnify, to defend,
and to hold harmless the City, its representatives, and employees from any claim or action
seeking to impose liability, costs, and attorney fees incurred as a result of or in connection with
any claim, whether rightful or otherwise, that any material prepared by or supplied to Service
Provider infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Service Provider infringes any patent.
Service Provider shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.
22. MILESTONE AND FINAL ACCEPTANCE. Upon completion of each milestone
and at final completion of all the work under the contract, Service Provider shall notify the
City in writing of the date of the completion of the milestone or final completion of all
the work and request confirmation of the completion from the City. Upon receipt of the notice,
the City shall confirm to Service Provider in writing that the whole of the milestone or final
completion of all the work was completed on the date indicated in the notice or provide
Service Provider with a written list of work not completed. With respect to work listed by the
City as incomplete, Service Provider shall promptly complete the work and the final
acceptance procedure shall be repeated. The date of final acceptance of each milestone and of
final acceptance of all the work by the City shall be the date the City accepts and approves
the notice of completion in writing.
23. TAXES. Service Provider shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and all
payroll deductions required by law. The contract sum and agreed variations to it does not include
any taxes imposed by law. Service Provider hereby indemnifies and holds harmless the City
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.
24. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and
conditions of this contract shall be considered waived by the City. There shall be no waiver of
any past or future default, breach, or modification of any of the terms and conditions of the
contract unless expressly stipulated to by the City in a written waiver.
25. RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and
the rights and remedies available under the contract shall be in addition to and not a limitation of
any duties, obligations, rights, and remedies otherwise imposed or available by law.
26. PROHIBITED INTERESTS. Service Provider shall not allow any officer or
employee of the City to have any indirect or direct interest in this contract or the proceeds of
this contract. Service Provider warrants that no officer or employee of the City has any
direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Service Provider. If any such interest comes to the attention of
Service Provider at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City. Service Provider also warrants that it presently has
Page 16 of 21 —
Page 16 of 21
