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6.1 D , <br /> Page 8 <br /> ; <br /> ; <br /> {a) It may lawfully grant any and all iicenses for any software necessary to perform the <br /> work contracted by this Agrecment. All license agreements and additional terms, including third <br /> party license agreements, granted by Consultant to City are attached as Exhibit C, and by <br /> reference incorporated into this Agreement. Where the terms of the attached license agreements <br /> and additional terms conflict with the terms of this Technical Services Consulting Agreement, <br /> this Agreement shall control. <br /> (b) Neither the licensed soflware, including ail subsequent versions, updates, - <br /> enhancements and/or releases, nor licensed materiais, or the use thereof within the scope of the <br /> License, infringes a patent or copyright or is claimed to be a trade secret of any person or entity <br /> who has not consented to the granting of the License; <br /> (c) At the time of installation, and for so long thereaftar as City pays rnaintenance fees <br /> hereunder, the software, including all subsequent versions, updates, enhancements and/or <br /> releases, will confoim to applicable printed documentatian (i.e., all reference manuals) delivered <br /> by Consaltant to the City; <br /> (d) Neither the software, including all subsequent versions, updates, enhancements and/or ; <br /> releases, nor the licensed materials contain any virus, time bomb mechanism or othar soflware or - <br /> code that can disable or adversely affect any and aII of tha software or the Iicensed materials or <br /> destroy any data or other soflware. <br /> (13) Professional Licenses. Tf a license of any kind, which term is intended to include <br /> evidence of registration, is required of Consultant, its employees, agents or subcontractars by <br /> federal or state law, Consultant warrants that such license has been obtainerl, is valid and in. good ' <br /> standing, and Consultant shall keep it in effect at all times during the tenn of this Agreement, <br /> and that any applicable bond has been posted in accordance with all applicable la�vs and <br /> regulations. <br /> {14) Tennination, In connection with the work to be perfarmed by Consultant, City <br /> shall have the right to cancel or indefinitely suspend further work h�eunder or terminate this <br /> Agreement upon thirty (30) days' written notica, and all work being performed under this <br /> Agreement shall immediately cease. In the event of a cancellation, termination, or suspension of <br /> this Agreement by City without cause or fault of Consultant, then City shall pay Consultant for <br /> products, services and �xpenses delivered or incurred prior to the date Consultant zeceived the <br /> City's notice of termination. In the event of a cancellation, terminatian, or suspension of this � <br /> Agreement by City for cause, payment for produets, services, and expenses in dispute will ba <br /> deterrnined in� aecordance with-a mut�ally accep�able dispute resolution process. <br /> (15) Notices. Notices required by this Agreement shall be personally delivered or <br /> mailed, postage prepaid, as follows: <br /> To Consultant: Name <br /> ATT'YlAGR/2010. t 19 <br /> 10/19/l0 6 <br />