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payments from Contractor or deduct the amount paid from any sums due Contractor <br />under this Agreement. <br />10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, <br />complete and certified copies of any or all required insurance policies and <br />endorsements. <br />11. WARRANTIES <br />11.1 System Warranty. Contractor warrants that the software applications will meet <br />the requirements as defined in this Agreement and the attached exhibits, between the <br />parties, the software applications will be free from defects in material and workmanship <br />and remain in good working order. <br />11.2 Equipment Warranty. Contractor warrants that at the time of delivery, all installed <br />equipment listed in the exhibits and any other piece of equipment or computer hardware <br />or general component hardware installed as part of the applications will be new and <br />unused, will be free from defects in materials and workmanship and will remain in good <br />working order during the warranty period. The warranty period for the equipment will <br />run for one year from the date of acceptance as that is established in Section 5. <br />11.3 Work Quality Warranty.. Contractor warrants that all work performed by <br />Contractor under this agreement will confirm to best industry practices and will be <br />performed in a professional and workmanlike manner by staff with the necessary skills, <br />experience and knowledge to do so. <br />11.4 Warranty of Title and Non- infringement. Contractor warrants that is has good <br />title to all Contractor application software ( "Software ") provided under this Agreement <br />and the right to license its use to the City free of any proprietary rights of any other party <br />or any other encumbrance whatsoever. Contractor shall indemnify, hold harmless, and <br />defend the City from any liability for damage, costs, or other loss incurred by the City in <br />connection with any claim that the Software or the City's use thereof under this <br />agreement violates the trade secret, trademark, copyright, patent, or other proprietary <br />right of any other party; provided, however, that City has given Contractor prompt <br />written notice of any such claim and Contractor shall not admit liability on behalf of the <br />City. Should the Software become the subject of a claim of infringement of a trade <br />secret, trademark, copyright or patent, the City may, at is option and expense either (1) <br />procure for the City the right to continue to use the Software as contemplated in this <br />agreement, or (2) replace or modify the Software and /or modify its use to make its use <br />under this agreement non - infringing. Contractor agrees that the City's remedy here <br />under shall not be limited to this corrective action. <br />12. OWNERSHIP OF DOCUMENTS <br />All work product produced by Contractor or its agents, employees, and <br />subcontractors pursuant to this Agreement is the property of City. In the event this <br />