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<br /> Page 2 of 6 <br />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 <br />all copyrightable subject matter in all materials is hereby assigned to the City and the <br />Consultant agrees to execute any additional documents that may be necessary to evidence <br />such assignment. Consultant shall keep materials confidential. Materials shall not be used <br />for purposes other than performance of services under this Agreement and shall not be <br />disclosed to anyone not connected with these services, unless the City provides prior <br />written consent. <br /> <br />6. Changes. City may request changes in the scope of services to be provided by <br />Consultant. Any changes and related fees shall be mutually agreed upon between the <br />parties and subject to a written amendment to this Agreement. <br /> <br />7. Consultant’s Status. In performing the obligations set forth in this Agreement, <br />Consultant shall have the status of an independent contractor and Consultant shall not be <br />considered to be an employee of the City for any purpose. All persons working for or <br />under the direction of Consultant are its agents and employees and are not agents or <br />employees of City. <br /> <br />8. Termination for Convenience of City. The City may terminate this Agreement at any <br />time by mailing a notice in writing to Consultant. The Agreement shall then be deemed <br />terminated, and no further work shall be performed by Consultant. If the Agreement is so <br />terminated, the Consultant shall be paid for that percentage of the work actually completed <br />at the time the notice of termination is received. <br /> <br />9. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or <br />any interest or obligation in the Agreement without the prior written consent of the City, <br />and then only upon such terms and conditions as City may set forth in writing. Consultant <br />shall be solely responsible for reimbursing subcontractors. <br /> <br />10. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, <br />the City and its officers, agents and employees from and against all claims, losses, <br />damage, injury, and liability for damages arising from, or alleged to have arisen from, <br />errors, omissions, negligent or wrongful acts of the Consultant in the performance of its <br />services under this Agreement, regardless of whether the City has reviewed or approved <br />the work or services which has given rise to the claim, loss, damage, injury or liability for <br />damages. This indemnification shall extend for a reasonable period of time after <br />completion of the project as well as during the period of actual performance of services <br />under this Agreement. The City’s acceptance of the insurance certificates required under <br />this Agreement does not relieve the Consultant from its obligation under this paragraph. <br /> <br />11. Insurance. During the term of this Agreement, Consultant shall maintain in full force <br />and effect, at its own cost and expense, insurance coverages with insurers with an A.M. <br />Best’s rating of no less than A:VII. Contractor shall have the obligation to furnish City, <br />as additional insured, the minimum coverages identified below, or such greater or broader <br />coverage for City, if available in the Contractor’s policies: <br /> <br />Docusign Envelope ID: C46C441F-9A82-4B56-A63E-5EFFFA7B052C