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knowledge. Contractor shall promptly perform all Services requested by City in a safe manner <br />and in accordance with all federal, state, and local operation and safety regulations. Contractor <br />shall work closely with and be guided by City. Contractor shall also perform all work in <br />accordance with generally accepted business practices and performance standards of the <br />industry. <br />11. MONITORING OF SERVICES <br />City may monitor the Services performed under this Agreement to determine whether <br />Contractor's operation conforms to City policy and to the terms of this Agreement. City may also <br />monitor the Services to be performed to determine whether financial operations are conducted in <br />accord with applicable city, City, state, and federal requirements. If any action of Contractor <br />constitutes a breach, City may terminate this Agreement pursuant to the provisions described <br />herein. <br />12. WARRANTY <br />Contractor expressly warrants that all materials and services covered by this Agreement shall be <br />fit for the purpose intended, shall be free from known defects, in a timely manner, and shall <br />conform to the specifications, requirements, and instructions upon which this Agreement is <br />based. Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective <br />Services at no further cost to City when defects are due to the negligence, errors or omissions of <br />Contractor. <br />Contractor further warrants and represents that it is the owner of or has acquired the rights to use <br />(including derivative rights) the software, technology or otherwise that is required to provide all <br />related materials and services as set forth in Exhibit A, without violating any rights of any third <br />party, and there is currently no actual or threatened suit by any such third party based on an <br />alleged violation of such third -party rights by Contractor. <br />Contractor further warrants that NetFile servers have a guarantee uptime of 99% (which includes <br />all scheduled maintenance throughout the year) and for so long as City shall pay the fees <br />described in this Agreement (a) the System will be materially free of errors, and (b) Contractor <br />will provide the Professional Services in a professional and workmanlike manner consistent with <br />the highest industry standards. Contractor further warrants, during the term of this Agreement, <br />that (i) the NetFile servers will be free of any Harmful Code (as defined below), and (ii) <br />Contractor will not interfere with or disrupt City's or the User's use of the System. For purposes <br />of this Agreement, the tern "Harmful Code" means any software code with the ability to <br />damage, interfere with, or adversely affect computer programs, data files, or hardware without <br />the consent or intent of the computer user. This definition includes, but is not limited to, self - <br />replacing and self -propagating programming instructions commonly called "viruses," "Trojan <br />horses" and "worms." Contractor agrees to implement reasonable procedures adequate to <br />prevent any software, link or code provided to City hereunder from being contaminated with <br />Harmful Code. If Contractor learns of or suspects the existence of any Harmful Code, <br />Contractor will immediately notify City and make every effort to remove the Harmful Code. <br />4 <br />