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the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a
<br />minimum of fifteen (15) years following completion of the Project, and shall make copies available
<br />to City upon the payment of actual reasonable duplication costs. Before destroying the
<br />Documents & Data following this retention period, Consultant shall make a reasonable effort to
<br />notify City and provide City with the opportunity to obtain the documents.
<br />3.7.4.2 Subconsultants. Consultant shall require all subconsultants to
<br />agree in writing that City is granted a non-exclusive and perpetual license for any Documents &
<br />Data the subconsultant prepares under this Agreement. Consultant represents and warrants that
<br />Consultant has the legal right to license any and all Documents & Data. Consultant makes no
<br />such representation and warranty in regard to Documents & Data which were prepared by design
<br />professionals other than Consultant or its subconsultants, or those provided to Consultant by the
<br />City.
<br />3.7.4.3 Right to Use. City shall not be limited in any way in its use or
<br />reuse of the Documents and Data or any part of them at any time for purposes of this Project or
<br />another project, provided that any such use not within the purposes intended by this Agreement
<br />or on a project other than this Project without employing the services of Consultant shall be at
<br />City's sole risk. If City uses or reuses the Documents & Data on any project other than this Project,
<br />it shall remove the Consultant's seal from the Documents & Data and indemnify and hold harmless
<br />Consultant and its officers, directors, agents and employees from claims arising out of the
<br />negligent use or re -use of the Documents & Data on such other project. Consultant shall be
<br />responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only
<br />with respect to the condition of the Documents & Data at the time they are provided to the City
<br />upon completion, suspension, abandonment or termination. Consultant shall not be responsible
<br />or liable for any revisions to the Documents & Data made by any party other than Consultant, a
<br />party for whom the Consultant is legally responsible or liable, or anyone approved by the
<br />Consultant.
<br />3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the
<br />City, its directors, officials, officers, and employees free and harmless, pursuant to the
<br />indemnification provisions of this Agreement, for any alleged infringement of any copyright, trade
<br />secret, trade name, trademark, or any other proprietary right of any person or entity in
<br />consequence of the use on the Project by City of the Documents & Data, including any method,
<br />process, product, or concept specified or depicted.
<br />3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans,
<br />procedures, drawings, descriptions, computer program data, input record data, written
<br />information, and other Documents & Data either created by or provided to Consultant in
<br />connection with the performance of this Agreement shall be held confidential by Consultant. Such
<br />materials shall not, without the prior written consent of City, be used by Consultant for any
<br />purposes other than the performance of the Services. Nor shall such materials be disclosed to
<br />any person or entity not connected with the performance of the Services or the Project. Nothing
<br />furnished to Consultant which is otherwise known to Consultant or is generally known, or has
<br />become known, to the related industry shall be deemed confidential. Consultant shall not use
<br />City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
<br />the Project in any magazine, trade paper, newspaper, television or radio production or other
<br />similar medium without the prior written consent of City.
<br />-13- PROFESSIONAL SERVICES AGREEMENT
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