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30 basis from the date of invoice. <br />_. _..._. 5.3. City agrees to promptly notify IPS in writing of any dispute with any invoice, and <br />that invoices for which no such notification is made within 10 business days shall <br />be deemed accepted by the City. <br />5.4. Notwithstanding anything stated herein or in any Attachment hereto, to the <br />contrary, the compensation shall not be increased without the approval of City in <br />writing. <br />6. Warranties. <br />6.1. IPS shall provide a full 12 -month warranty on all equipment as described in <br />Attachment A, IPS Limited Warranty, on all installed equipment. Extended <br />warranties are available for an additional fee. <br />6.2. IPS shall provide technical support via telephone Mondays through Fridays from <br />8:00 AM to 4:00 PM. IPS shall provide on -site technical support within 24 hours <br />Mondays through Fridays from 8:00 AM to 4:00 PM, IPS shall ensure the <br />availability of current manuals and shall provide all manuals for any future <br />upgraded or new services. <br />6.3. The Contractor shall bear risk of loss of the Parking Meter Equipment, including <br />any damage sustained during transportation to the delivery site. Transfer of title <br />to Parking Meter Equipment, and otherwise risk of loss, shall pass to City upon <br />delivery. <br />7. Intellectual Property and Confidential Information. <br />7.1. The City exclusively and solely owns all City Data and the intellectual property <br />therein. IPS further agrees to execute any documents necessary for the City to <br />perfect, memorialize, or record the City's ownership rights in City Data. For <br />purposes of this Agreement, "City Data" means all intellectual property of the City, <br />including but not limited to occupancy data, financial records, programming <br />configurations of the parking meters, CIS location and rates, and other operational <br />data and tailored operational programming. <br />7.2. IPS may not provide or disclose any City Data to any third party without the City's <br />prior written consent. <br />7.3. Any subcontract entered into by IPS relating to this Agreement, to the extent <br />allowed hereunder, must include a like intellectual property provision to ensure <br />that the City's ownership rights in City Data are preserved and protected as <br />intended in this Agreement. Failure of IPS to comply with this requirement or to <br />obtain the compliance of its subcontractors with such obligations constitutes a <br />breach of this Agreement and will subject IPS to damages paid to the City and the <br />imposition of all sanctions allowed by law, including but not limited to <br />termination of this Agreement. <br />3 <br />25G -7 <br />