Engineer in the performance of its obligations under this contract must be retained by Professional
Engineer for a minimum of four years after final payment is made and all other pending matters are
closed. If, at any time during the retention period, the City, in writing, requests any or all of the materials,
then Professional Engineer shall promptly remit and deliver the materials, at Professional Engineer's
expense, to the City. Professional Engineer shall not use, willingly allow or cause to have such materials
used for any purpose other than the performance of Professional Engineer's obligations under this contract
without the prior written consent of the City.
22, PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City by Professional Engineer (including
those remitted to the City by Professional Engineer pursuant to paragraph 21), unless designated as
confidential by a specific statue of the State of New Hampshire, shall be treated as public records and
shall be available for inspection and copying by any person, or any governmental entity.
No books, reports, studies, photographs, negatives or other documents, data, drawings or other materials
including but not limited to those contained in media of any sort (e.g., electronic, magnetic, digital)
prepared by or supplied to Professional Engineer in the performance of its obligations under this contract
shall be the subject of any application for a copyright or patent by or on behalf of Professional Engineer.
The City shall have the right to reproduce any such materials.
Professional Engineer expressly and indefinitely waives all of its rights to bring, including but not limited
to, by way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits,
actions, judgments, or executions, for damages or any other relief, in any administrative or judicial forum,
against the City or any of its officers or employees, in either their official or individual capacity, for
violations of or infringement of the copyright or patent laws of the United States or of any other nation.
Professional Engineer agrees to indemnify, to defend, and to hold harmless the City, its representatives,
and employees from any claim or action seeking to impose liability, costs, and attorney fees incurred as a
result of or in connection with any claim, whether rightful or otherwise, that any material prepared by or
supplied to Professional Engineer infringes any copyright or that any equipment, material, or process (or
any part thereof) specified by Professional Engineer infringes any patent.
Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the necessary
licenses to use the infringing materials, concepts, products, or processes, provided that such substituted or
modified materials, concepts, products, or processes shall meet all the requirements and be subject to all
the terms and conditions of this contract.
23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional Engineer
shall notify the City in writing of the date of the completion of the work and request confirmation of the
completion from the City. Upon receipt of the notice, the City shall confirm to Professional Engineer in
writing that the whole of the work was completed on the date indicated in the notice or provide
Professional Engineer with a written list of work not completed. With respect to work listed by the City
as incomplete, Professional Engineer shall promptly complete the work and the final acceptance
procedure shall be repeated. The date of final acceptance of a project by the City shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.
24, TAXES. Professional Engineer shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll deductions
required by law. The contract sum and agreed variations to it shall include all taxes imposed by law.
Professional Engineer hereby indemnifies and holds harmless the City from any liability on account of
any and all such taxes, levies, duties, assessments, and deductions.
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