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and records of the Engineer which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, copying and transcriptions. 6.3 The Engineer will furnish to the City at such time and in such form as the City may require, financial statements including audited financial statements, records, reports, data and information, as the City may request pertaining to the matters covered by this Agreement. Information provided pursuant to this subsection will be held in strict confidence to the extent permitted by applicable law. ARTICLE 7 OWNERSHIP AND USE OF DOCUMENTS 7.1 All documents prepared by the Engineer in connection with this Agreement are the property of the City whether any project related to this Agreement is executed or not. 7.2 The Engineer will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years except in the event that the Engineer goes out of business during that period, it will turn over, to the City, all of its records relating to the Project for retention by the City. 7.3 As applicable, the Engineer will pay all license fees, royalties, and other costs incident to the use of any invention, design, process, product or device subject to a patent right or copyright held by others in performing the work or in the completed project. ARTICLE 8 TERM; TERMINATION OF AGREEMENT 8.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Engineer's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 8.2 or 8.3 below. Both the City and the Engineer assume a three (3) month construction period for this Project. 8.2 This Agreement may be terminated by either party upon 15 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. The Engineer will provide the City with at least a 30 calendar day period of opportunity to cure before the Engineer initiates termination. 8.3 The City may terminate this Agreement for convenience and without cause upon at least 15 calendar days prior written notice to the Engineer. 8.4 In the event of termination as provided in this Article, the Engineer will immediately discontinue any and all services under the Agreement upon the City's request. The City will compensate the Engineer for all services performed to termination date, which are deemed by the REP Agreement 11/12 11