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<br /> <br />/25~ <br /> <br /> <br />-4- <br /> <br />not questioned by the CITY shall be promptly paid to 'the ENGINEER in <br />accordance with the above payment procedures. <br /> <br />ARTICLE 4 <br />ENGINEER'S ACCOUNTING RECORDS <br /> <br />4.1 All expense records of ENGINEER shall be kept on a recognized <br />accounting basis acceptable to the CITY and shall be available to the <br />CITY or the CITY's authorized representative at mutually convenient <br />times. <br /> <br />4.2 The City shall have access to any books, documents, papers and <br />records of the ENGINEER which are directly pertinent to this Project <br />for the purpose of making audit, examination, copying, and <br />transcriptions. <br /> <br />ARTICLE 5 <br />OWNERSHIP AND USE OF INFORMATION AND DOCUMENTS <br /> <br />5.1 All original documents prepared by the ENGINEER for this <br />Project shall become the property of the CITY. However, ENGINEER shall <br />not be responsible, and liability is waived by CITY against ENGINEER <br />for losses, claims, demands and causes of action resulting from CITY's <br />intentional, willful, and wanton illegal use of the documents and/or <br />the intentional, willful and wanton illegal use of ~the documents by <br />others if CITY has knowledge of such use by others. ENGINEER shall <br />retain its rights in its standard drawing details, designs, <br />specifications, databases, computer software and any other proprietary <br />property. Rights to intellectual property developed, utilized, or <br />modified in the performance of the services shall remain the property <br />of the ENGINEER. <br /> <br />5.2 The information, analyses and documents collected and prepared <br />by ENGINEER under this Agreement may be relevant to litigation in which <br />the CITY is involved, and ENGINEER shall not disclose or make such <br />information accessible to anyone outside the CITY except with the <br />approval of the CITY or in compliance with appropriate legal process. <br /> <br />ARTICLE 6 <br />TERMINATION OF AGREEMENT <br /> <br />6.1 This Agreement may be terminated by either party upon fifteen <br />(15) days prior written notice should the other party fail <br />substantially to perform in accordance with its terms through no fault <br />of the party initiating the termination. <br /> <br />6.2 This Agreement may be terminated at will by the CITY upon at <br />least fifteen (15) days prior written notice to the ENGINEER. <br /> <br />6.3 In the event of termination as provided in this Article, the <br />ENGINEER shall be compensated for all services performed to termination <br />date which are deemed by the CITY to be in accordance with this <br />Agreement. Such amount shall be paid by the CITY upon the ENGINEER's <br /> <br />