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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.
FINAL ACCEPTANCE. Upon completion of all work under the contract, Contractor shall notify the
City in writing of the date of the completion of the work and request confirmation of the completion
from the City. Upon receipt of the notice, the City shall confirm to Contractor in writing that the
whole of the work was completed on the date indicated in the notice or provide Contractor with a
written list of work not completed. With respect to work listed by the City as incomplete,
Contractor shall promptly complete the work and the final acceptance procedure shall be
repeated. The date of final acceptance of a project by the City shall be the date upon which the
Economic Development Project Coordinator or other designated official accepts and approves the
notice of completion.
Taxes. Contractor 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 shall include all taxes imposed by
law. Contractor hereby indemnifies and holds harmless the City from any liability on account of
any and all such taxes, levies, duties, assessments, and deductions.
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.
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.
PROHIBITED INTERESTS. Contractor 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. Contractor 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 Contractor. If any
such interest comes to the attention of Contractor at any time, a full and complete disclosure of
the interest shall be immediately made in writing to the City. Contractor also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Contractor further warrants that no person having such an interest shall be
employed in the performance of this contract. If City determines that a conflict exists and was not
disclosed to the City, it may terminate the contract at will or for cause in accordance with
paragraph 8.
In the event Contractor (or any of its officers, partners, principals, or employees acting with its
authority) is convicted of a crime involving a public official arising out or in connection with the
procurement of work to be done or payments to be made under this contract, City may terminate
the contract at will or for cause in accordance with paragraph 8. Upon termination, Contractor
shall refund to the City any profits realized under this contract, and Contractor shall be liable to
the City for any costs incurred by the City in completing the work described in this contract. At
the discretion of the City, these sanctions shall also be applicable to any such conviction obtained
after the expiration or completion of the contract.
Contractor warrants that no gratuities (including, but not limited to, entertainment or gifts) were
offered or given by Contractor to any officer or employee of the City with a view toward securing a
contract or securing favorable treatment with respect to the awarding or amending or making of
any determinations with respect to the performance of this contract. If City determines that such
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