Agmt07 MAXIMUS, Inc. - Laserfiche WebLink

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(11) Third Party Obligations. City and Consultant are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third persons. (12) Copyright for Consultant's Proprietary Software. City acknowledges that the deliverables provided by Consultant to City are generated by Consultant's proprietary software. Nothing contained herein is intended nor shall it be construed to require Consultant to provide such software to City. City agrees that all ownership rights to the software lie with Consultant. City may use the deliverables for and on behalf of its operation. (13) When Rights and Remedies not Waived. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City while any such breach or default shall exist in no way impair or prejudice any right or remedy available to City in respect to such breach or default. (14) Consultant Liability if Audited. Consultant will assume all financial and statistical information provided to Consultant by City employees or representatives is accurate and complete. If audited, Consultant shall make workpapers and other records available to the State auditors. Any subsequent disallowance of funds paid to City under the claim(s) for whatever reason is the sole responsibility of City. However, if requested by City, Consultant shall provide reasonable assistance to the City in defending claims at the desk audit level if an audit results in a disallowance of at least ten percent (10%). Reductions of less than ten percent (10%) shall not be contested by Consultant. Nothing in this section or any part of this Agreement shall be construed to include Incorrect Reduction Claims preparation. (15) Independent Contractor. The parties intend that Consultant, in performing the services specified in this Agreement shall act as an independent contractor and shall have full control of the work and the manner in which it is performed. Consultant and Consultant's employees are not to be considered agents or employees of City for any purpose. (16) Insurance. Consultant shall maintain appropriate general liability insurance, workers' compensation insurance, automobile insurance, and professional liability Insurance. (17) Limitation of Liability, City agrees that MAXIMUS total liability to City for any and all damages whatsoever arising out of or in any way related to this Contract from any cause, including but not limited to contract liability or MAXIMUS negligence, errors, omissions, strict liability, breach of contract or breach of City of Redwood City - 4 - 11/14/07