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, levics, 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
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