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<br />5. Records. VENDOR shall keep and maintain accurate records of all time
<br />expended and costs and expenses incurred relating to services to be
<br />performed by VENDOR hereunder. Said records shall be available to City
<br />for review and copying during regular business hours at VENDOR's place
<br />of business or as otherwise agreed upon by the parties.
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<br />6. Authorization. This Agreement becomes effective when endorsed by both
<br />parties in the space provided below.
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<br />7. Reliance on Professional Skill of VENDOR. VENDOR represents that it has
<br />the necessary professional skills to perform the services required and the
<br />CITY shall rely on such skills of the VENDOR to do and perform the work.
<br />In performing services hereunder VENDOR shall adhere to the standards
<br />generally prevailing for the performance of expert consulting services
<br />similar to those to be performed by VENDOR hereunder.
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<br />8. Documents. All documents, plans, drawings, renderings, and other papers,
<br />or copies thereof, as finally rendered, prepared by VENDOR pursuant to the
<br />terms of this Agreement, shall, upon preparation and delivery to City,
<br />become the property of City.
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<br />9. Relationship of Parties. It is understood that the relationship of VENDOR to
<br />the CITY is that of an independent contractor and all persons working for or
<br />under the direction of VENDOR are its agents or employees and not agents
<br />or employees of the CITY.
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<br />10. Schedule. VENDOR shall adhere to the schedule set forth in Exhibit A;
<br />provided, that City shall grant reasonable extensions of time for the
<br />performance of such services occasioned by governmental reviews of
<br />VENDOR's work product or other unavoidable delays; provided, further,
<br />that such unavoidable delay shall not include strikes, lockouts, work
<br />stoppages, or other labor disturbances conducted by, or on behalf of,
<br />VENDOR's officers or employees.
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<br />VENDOR acknowledges the importance to City of City's Project schedule
<br />and agrees to put forth its best professional efforts to perform its services
<br />under this Agreement in a manner consistent with that schedule.
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<br />11. Indemnity. VENDOR hereby agrees to defend, indemnify, and save
<br />harmless City and, its Council, boards, commissions, officers, employees
<br />and agents, from and against any and all claims, suits, actions liability, loss,
<br />damage, expense, cost (including, without limitation, costs and fees of
<br />litigation) of every nature, kind or description, which may be brought
<br />against, or suffered or sustained by City, its Council, boards, commissions,
<br />officers, employees or agents caused by, or alleged to have been caused
<br />by, the negligence, intentional tortuous act or omission, or willful
<br />misconduct of VENDOR, its officers, employees or agents in the
<br />performance of any services or work pursuant to this Agreement.
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