Agmt15 VIMOC TECHNOLOGIES - Laserfiche WebLink

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the provision the Landscape Computing Solu#ion or those engaged by VIMOC ta perform services under this�qr�ernent.VIMOG shall procure all applicable permits anci licenses, pay all applicable charges and fees, and give all notices as may be required by Law in the performance of the services. SECTION 5. INDEPENQENT CONTRACTOR. In the performance of services under this Agreement, VIMOC and any individual or entity employed or under contract or in par�nership to VIMf7C to furnish labor/materials, resources under the terms and conditions of fhis Agreement shall all be de�med independent cantractors and not employ�es or agents of fhe CITY. SECTION 6. ASSIGNMENT.: 6.1. The Parties agree that the expertise and �xperience of VfMOC are material considerations for th'is Agreement. V1MOC shall not as�ign oT transfec �ny interest in this Agreement nor the performance of ar�y of the VIMOC's �b[igations hereunder without the prior written consent of the City Manager. Consent to one as�signment will not be deemed to be consent to any subsequent assignment. Any assignment made without the appraval of the City Manager will be void. 6.2 The CITY shal:l not assign this Agreement or any interesf in this Agreement, and shall not lease, assign, lo�n, or sell arty af the Hardware and data generafed from the platform or any interest in any of the Hardware or data generated, without�/IMOC'S priar written consent. SECTION 7. PROJECT AIIANAGEMENT. VIMOC will assign Jaime Rodriguez, Contract Project Manager; as the project director to have supervisory responsibility for the performance, progress, and reporting of the project during the day-to-day work contemplated by this Agreement. The CITY's project manager is Jessica Manzi, Senior Transportation Goordinator. SECTION 8. OWNERSHIP AND USE OF HARDWARE. 8.1 Ownership and Risk of Loss. VIMOC has agreed at no eost to loan the CITY the Hardware described on Exhibit A for the purpose of facilitating the CITI('S examination of the Hardware's performance pursuant to the Agreement. VIMOC shall retain full title to and ownership of the Hardware as well as the risk of damage to or loss of same. C1TY shall bear no responsibility for damage to or loss of Hardware, and no obligation to insure for such damage or lass. At no cost to CITY, CITY agrees to execute appropriate Uniform Commercial Code forms and such other documents as may reasonably be required during the Term of this Agreementto reflect VIMOC's ownership of the Hardware. 8.2 Inspection. VIMOG shall have the righfi(but not the obligation) to inspect the Hardware and observe its use. UIMOC sf�all rnake reasonable efforts to coordinate such inspection at times mutually convenierrt for both Parties. VIMOG assumes no responsibility and waives no rights as a result of any such inspectian or observation_ REV:Q9-02-15 VR Page 3 of ii ATTY/AGR.2015.21U/VIMOC pilot