AgdaPkt 2005-09-26 - Laserfiche WebLink

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4. ASSIGNABILITY. Neither Developer, City nor Agency shail subcontract, assign, sell, mortgage, hypothecate or otherwise transfer their respective interests or obligations in this Agreement without the express prior written consent of the non- transferring party. 5. STATUS. In the performance of Services hereunder, Developer and the Developer's Contractors and Consultants are, and shall be, independent contractors. Neither the City nor the Agency shall have any responsibility for payment to any Consultant, Contractor, subcontractor or supplier of the Developer in connection with perFormance of the Services. 6. DOCUMENTS. All documents, plans, drawings, renderings, and other papers, or copies thereof, including drafts, working papers, prepared by Developer or Developer's Contractors and Consultants pursuant to the terms of this Agreement (collectively "Documents"), shall be and become the property of City and Agency. Developer shall deliver all Documents to City and Agency on the earlier of (a) the substantial completion date of the Project, (b) the date of termination of this Agreement for any reason prior to substantial completion of the Project, or (c) within three days of a written request from City. The Documents may be used by City or Agency and their agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City or Agency may deem advisable in connection with completion and maintenance of, and additions to, the Streetscape Improvements and/or the Project, without further employment of or payment of any compensation to Developer, or its Contractors or Consultants; provided, however, that if this Agreement is terminated for any reason prior to completion of the Project and if under such circumstances City or Agency uses, or engages the services of and directs another developer to use, such documents to complete the Project, City and/or Agency agree to release Developer from any responsibility for the conformance of the incomplete portions of the Project to the Documents and to hold Developer harmless from any and all liability, costs, and expenses (including reasonable legal fees and disbursements), relative to claims arising out of matters and/or events which occur subsequent to the termination of this Agreement as a result of causes other than the fault or gross negligence of Developer, or anyone for whose acts it is responsible, in preparation of the Documents. 11 840847v8 33786/0001