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City of Everett 00 72 00 - 60
<br />Port Gardner Storage Facility – Facility Construction Package WO# UP-3525
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<br />00 72 00 - 60 GENERAL CONDITIONS
<br />16.3 PATENTS AND ROYALTIES
<br />Costs involved in fees, royalties, or claims for any patented invention, article, process or method that may
<br />be used upon or in a manner connected with the Work under this Contract or with use of completed Work
<br />by the Owner shall be paid by the Contractor. The Contractor and its sureties shall protect and hold the
<br />Owner, Owner’s Representative, and Owner's Representative, together with its officers, agents, and
<br />employees, harmless from any and all loss, defense cost, and expenses and against any and all demands
<br />made for such fees or claims brought or made by the holder of any invention or patent. Before final
<br />payment is made on the account of this Contract, the Contractor shall, if requested by the Owner, furnish
<br />acceptable proof of a proper release from all such fees or claims.
<br />Should the Contractor, its agent, employee or any of them be enjoined from furnishing or using any
<br />invention, article, material or plans supplied or required to be supplied or used under this Contract,
<br />Contractor shall promptly pay such royalties and secure requisite licenses; or, subject to acceptance by
<br />Owner, substitute other articles, materials, or appliances in lieu thereof that are of equal efficiency,
<br />quality, finish, suitability and market value to those planned or required under the Contract. Descriptive
<br />information of these substitutions shall be submitted to the Owner’s Representative for determination of
<br />general conformance to the design concept and the construction Contract. Should Owner elect to refuse
<br />the substitution, Contractor agrees to pay such royalties and secure such valid licenses as may be requisite
<br />for the Owner, its officers, agents and employees or any of them, to use such invention, article, material
<br />or appliance without being disturbed or in any way interfered with by any proceeding in law or equity on
<br />account thereof.
<br />17. AUDITS
<br />17.1 GENERAL
<br />The Contractor’s records relating to this Project, including, but not limited to, wage, payroll, and cost
<br />records, shall be open to inspection or audit by representatives of the Owner during the Project and for a
<br />period of not less than six years after the date of Final Acceptance of the Contract. The Contractor shall
<br />retain these records for that period. The Contractor shall also guarantee that Project records of
<br />Subcontractors, Suppliers, and lower tier Subcontractors, including, but not limited to, the wage, payroll,
<br />and cost records, shall be retained and open to similar inspection or audit for the same period of time.
<br />The audit may be performed by employees or representatives of the Owner or by an auditor chosen by the
<br />Owner. The Contractor, Subcontractors, or lower tier Subcontractors shall provide adequate facilities,
<br />reasonably acceptable to auditor, for the audit during normal business hours. The Contractor,
<br />Subcontractors, or lower tier Subcontractors shall make a good faith effort to cooperate with the auditors.
<br />If an audit is to be commenced more than sixty (60) days after the Final Acceptance date of the Contract,
<br />the Contractor will be given twenty (20) days’ notice of the time when the audit is to begin. If any
<br />litigation, claim, or audit arising out of, in connection with, or related to this Contract is initiated, the
<br />Project records shall be retained until the later of (a) completion of litigation, claim, or audit or (b) six
<br />years after the date of Final Acceptance.
<br />17.2 CLAIMS
<br />All Contract Claims filed against the Owner shall be subject to audit at any time following the filing of
<br />the Contract Claim. Failure of the Contractor, Subcontractors, or lower tier Subcontractors to maintain
<br />and retain sufficient records to allow the auditors to verify all or a portion of the Contract Claim or to
<br />permit the auditor access to the books and records of the Contractor, Subcontractors, or lower tier
<br />Subcontractors shall constitute a waiver of a Contract Claim and shall bar any recovery thereunder.
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