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18. CONFIDENTIALITY <br />All Documents, including drafts, preliminary drawings or plans, notes and <br />communications that result from the Services in this Agreement, shall be kept confidential <br />unless City expressly authorizes in writing the release of information. <br />19. INTELLECTUAL PROPERTY INDEMNITY <br />Consultant shall defend and indemnify City, its agents, officers, representatives <br />and employees against any and all liability, including costs, for infringement or alleged <br />infringement of any United States' letters patent, trademark, or copyright, including costs, <br />contained in Consultant's Documents provided under this Agreement. <br />20. RECORDS <br />Consultant shall keep records and invoices in connection with the Services to be <br />performed under this Agreement. Consultant shall maintain complete and accurate <br />records with respect to the costs incurred under this Agreement and any Services, <br />expenditures and disbursements charged to City, for a minimum period of three (3) years, <br />or for any longer period required by law, from the date of final payment to Consultant <br />under this Agreement. All such records and invoices shall be clearly identifiable. <br />Consultant shall allow a representative of City to examine, audit and make transcripts or <br />copies of such records and invoices during regular business hours. Consultant shall allow <br />inspection of all Work, data, Documents, proceedings and activities related to the <br />Agreement for a period of three (3) years from the date of final payment to Consultant <br />under this Agreement. <br />21. WITHHOLDINGS <br />City may withhold payment to Consultant of any disputed sums until satisfaction of <br />the dispute with respect to such payment. Such withholding shall not be deemed to <br />constitute a failure to pay according to the terms of this Agreement. Consultant shall not <br />discontinue Work as a result of such withholding. Consultant shall have an immediate <br />right to appeal to the City Manager or designee with respect to such disputed sums. <br />Consultant shall be entitled to receive interest on any withheld sums at the rate of return <br />that City earned on its investments during the time period, from the date of withholding of <br />any amounts found to have been improperly withheld. <br />22. ERRORS AND OMISSIONS <br />In the event of errors or omissions that are due to the negligence or professional <br />inexperience of Consultant which result in expense to City greater than what would have <br />resulted if there were not errors or omissions in the Work accomplished by Consultant, <br />the additional design, construction and/or restoration expense shall be borne by <br />Consultant. Nothing in this Section is intended to limit City's rights under the law or any <br />other sections of this Agreement. <br />Kearns & West, Inc. Page 7 <br />