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<br />¡¿D-It <br /> <br />NGK&E may, from time to time, have clients with interests which may be potentially <br />adverse to the City. NGK&E reserves the right to represent said clients except on matters directly <br />relating to the issuance and sale of the Bonds. <br /> <br />6. Work Product. Our files developed in the course of work undertaken <br />pursuant to this Agreement are your property. We will release those files to you or to anyone else <br />you designate upon your written request delivered to the attorney in charge of this matter. <br />However, such a request will signify the end of this engagement if it is then still ongoing. You <br />agree that we may, in our sole discretion, copy all or any portion of such files at your expense and <br />retain such copies, and that we may have a reasonable period of time before releasing the <br />documents to you or your designee in order to make the copies. We will from time to time send <br />portions of your files that are not currently needed to an off-site storage facility. The cost of using <br />this facility will be our sole expense. However, we are not the guarantor of the security of any off- <br />site storage facility. Accordingly, you agree that the firm will not be responsible for any damages <br />which may occur as a result of the loss of any of your files which we store at an off-site storage <br />facility. You also agree that we may, after the passage of two years without our having performed <br />any work for you pursuant to this engagement, destroy the files of this engagement without further <br />notice to you unless you have previously provided us with written instructions to forward the files <br />to you or to another person you designate. <br /> <br />L <br />7. Insurance. We carry professional liability insurance which would cover <br />the services we will be providing under the terms of this Agreement. That insurance is subject to a <br />self-insured retention. <br /> <br />8. Notices. All notices, demands, requests, consents and approvals given, <br />required or permitted to be given hereunder, shall be contained in writing and shall be deemed <br />sufficiently given if sent by express delivery service or by registered or certified mail, postage <br />prepaid and return receipt requested, addressed to the parties at the addresses set forth above or on <br />any addendum or - counterpart to this Agreement, or to such other address as the recipient shall <br />have notified the sender of in writing. You agree to keep us currently informed of any change in <br />your address or telephone numbers so that we may effectively communicate with you. We will <br />also advise you promptly of any change in the firm's business address, electronic mail address, <br />telephone or facsimile numbers. <br /> <br />9. California Law. This Agreement is made under and shall be construed <br />in accordance with the substantive laws of the State of California, without reference to choice of <br />law rules. <br /> <br />10. Counterparts. This Agreement may be executed in counterparts <br />each of which shall be deemed an original but all of which shall constitute one and the same <br />instrument. <br /> <br />3 <br /> <br />Bcagr.doc <br /> <br />""""-'------'T <br />