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I
<br /> C. PATENTS AND ROYALTIES
<br /> A. Payment for Patents and Royalties.
<br /> 1. Contractor shall pay for all costs involved in fees, royalties, or claims for any patented invention,
<br /> article, process or method that may be used upon or in a manner connected with the Work under this
<br /> Contract or with use of completed Work by the Owner.
<br /> 2. The Contractor and its sureties shall protect and hold the Owner, Owner's Representative, and
<br /> Owner's Representative, together with its officers, agents, and employees, harmless from any and all
<br /> loss, defense cost, and expenses and against any and all demands made for such fees or claims
<br /> brought or made by the holder of any invention or patent. 111
<br /> 3. Before final payment is made on the account of this Contract, the Contractor shall, if requested by the
<br /> Owner, furnish acceptable proof of a proper release from all such fees or claims.
<br /> B. 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, quality,
<br /> 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 the
<br /> substitution, Contractor agrees to pay such royalties and secure such valid licenses as may be requisite for
<br /> the Owner, its officers, agents and employees or any of them, to use such invention, article, material or
<br /> appliance without being disturbed or in any way interfered with by any proceeding in law or equity on
<br /> account thereof.
<br /> ARTICLE 17 AUDITS I
<br /> A. GENERAL
<br /> A- Record Retention. I
<br /> 1. 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
<br /> a period of not less than six years after the date of Final Acceptance of the Contract.
<br /> a. The Contractor shall retain these records for that period.
<br /> b. The Contractor shall also guarantee that Project records of Subcontractors, Suppliers, and lower
<br /> tier Subcontractors, including, but not limited to, the wage, payroll, and cost records, shall be
<br /> retained and open to similar inspection or audit for the same period of time.
<br /> B. Audit Performance
<br /> 1. The audit may be performed by employees or representatives of the Owner or by an auditor chosen by
<br /> the Owner.
<br /> 2. The Contractor, Subcontractors, or lower tier Subcontractors shall provide adequate facilities,
<br /> reasonably acceptable to auditor, for the audit during normal business hours.
<br /> 3. The Contractor, Subcontractors, or lower tier Subcontractors shall make a good faith effort to
<br /> cooperate with the auditors.
<br /> 4. If an audit is to be commenced more than 60 days after the Final Acceptance date of the Contract, the
<br /> Contractor will be given 20 days' notice of the time when the audit is to begin.
<br /> 5. If any litigation, claim, or audit arising out of, in connection with, or related to this Contract is
<br /> initiated, the Project records shall be retained until the later of(a) completion of litigation, claim, or
<br /> audit or(b)six years after the date of Final Acceptance.
<br /> 10023829 City of Everett Public Works July 2018
<br /> WPCF FEN Chlorination Building Upgrade Work Order 3614
<br /> GENERAL CONDITIONS
<br /> 00 72 13-62 Issue for Bid I
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