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this Agreement by reference, in an amount not to exceed $300,000, annually, for a total amount not to <br />exceed $900,000 over the entire life of the Agreement, including any renewal period(s). <br />4. OWNERSHIP OF MATERIALS <br />This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, <br />or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer disks (CD)s, USB jump drives or equivalent, which are prepared or <br />caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall <br />require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for <br />any Docli ments & Data the subcontractor prepares under this Agreement. Consultant represents and <br />warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes <br />no such representation and warranty in regard to Documents & Data which were provided to Consultant <br />by the City. City shall not be limited in any way in its use of the Documents and Data at any time, <br />provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. <br />5. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and <br />employees against any and all liability, including costs, for infringement of any United States' letters <br />patent, trademark, or copyright infringement, including costs, contained in the work product or documents <br />provided by Consultant to the City pursuant to this Agreement. <br />6. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed under this <br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred <br />under this Agreement and any services, expenditures, and disbursements charged to the City for a <br />minimum period of three (3) years, or for any longer period required by law, from the date of final <br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. <br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business hours. <br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this <br />Agreement for a period of three (3) years from the date of final payment to Consultant under this <br />Agreement. <br />7. PAYMENTS & INVOICES <br />a. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the <br />services rendered in the prior month. <br />b. All invoices for work performed under this Agreement shall be submitted in a format approved <br />by the City. Invoices shall include the following information at a minimum: <br />i. Consultant's invoice number and City's agreement number. <br />ii. Beginning and ending dates for services. <br />Professional Services Agreement Amec Foster wheeler Environment & Infrastructure, Inc. <br />September 1, 2015 <br />Page 2 of 9 <br />25K -6 <br />