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5. Sufficiency of Consultant's Work. All work product and all other documents prepared by <br /> Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. <br /> 6. Ownership of Work. All reports,drawings, designs,plan review comments,work product and all <br /> other documents completed or partially completed by Consultant in the performance of this Agreement <br /> shall become the property of the City. All materials shall be delivered to the City upon completion or <br /> termination of the work under this Agreement. If any materials are lost, damaged or destroyed before <br /> final delivery to the City,the Consultant shall replace them at its own expense. Any and all copyrightable <br /> subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any <br /> additional documents that may be necessary to evidence such assignment. Consultant shall keep <br /> materials confidential.Materials shall not be used for purposes other than performance of services under <br /> this Agreement and shall not be disclosed to anyone not connected with these services, unless the City <br /> provides prior written consent. <br /> 7. Changes. City may request changes in the scope of services to be provided by Consultant. Any <br /> changes and related fees shall be mutually agreed upon between the parties and subject to a written <br /> amendment to this Agreement. <br /> 8. Consultant's Status. In performing the obligations set forth in this Agreement,Consultant shall have <br /> the status of an independent contractor and Consultant shall not be considered to be an employee of the <br /> City for any purpose. All persons working for or under the direction of Consultant are its agents and <br /> employees and are not agents or employees of City. <br /> 9. Termination for Convenience of City. The City may terminate this Agreement at any time by <br /> mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated,and no <br /> further work shall be performed by Consultant. If the Agreement is so terminated,the Consultant shall be <br /> paid for that percentage of the work actually completed at the time the notice of termination is received. <br /> 10. Non-Assienability. The Consultant shall not assign, sublet, or transfer this Agreement or any <br /> interest or obligation in the Agreement without the prior written consent of the City,and then only upon <br /> such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for <br /> reimbursing subcontractors. <br /> 11. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless,the City <br /> and its officers, agents and employees from and against all claims, losses, damage, injury,and liability for <br /> damages arising from, or alleged to have arisen from,errors, omissions,negligent or wrongful acts of the <br /> Consultant in the performance of its services under this Agreement,regardless of whether the City has <br /> reviewed or approved the work or services which has given rise to the claim, loss,damage, injury or <br /> liability for damages. This indemnification shall extend for a reasonable period of time after completion <br /> of the project as well as during the period of actual performance of services under this Agreement. The <br /> City's acceptance of the insurance certificates required under this Agreement does not relieve the <br /> Consultant from its obligation under this paragraph. <br /> 12. Insurance. During the term of this Agreement,Consultant shall maintain in full force and effect, at <br /> its own cost and expense, insurance coverages with insurers with an A.M. Best's rating of no less than <br /> ANII. Contractor shall have the obligation to furnish City,as additional insured,the minimum coverages <br /> identified below, or such greater or broader coverage for City, if available in the Contractor's policies: <br />