Agmt20 Town of Atherton - Laserfiche WebLink

Browse Search

C. RWC shall designate a project manager who at all times shall represent the RWC before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by RWC, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld. 10. SUBCONTRACTING: None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. RWC shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by RWC. 11. ASSIGNABILITY: RWC shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City, which will not be unreasonably withheld. However, claims for money due or to become due RWC from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. 12. INTEREST IN CONTRACT: RWC covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest, which would conflict in any manner or degree with the performance of its services hereunder. 13. MATERIALS CONFIDENTIAL: RWC agrees that all of the materials prepared or assembled by RWC pursuant to performance of this Contract shall not be made available to any individual or organization without the prior written approval of the City, except by court order or as required by applicable law, including the California Public Records Act. 14. LIABILITY OF RWC-NEGLIGENCE: RWC shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to RWC or its employees, agents, contractors or subcontractors. 15. INDEMNITY AND LITIGATION COSTS: A. RWC agrees to indemnify, defend and hold harmless City, its officers, officials, agents, and employees, against all claims, damages, demands, liability, costs, losses, and expenses arising from any injury to any person which occurs as a result of the negligence of RWC, its officers, employees or agents in the performance of this Contract. REV: 07-15-2020 EI ATTY/AGR 2020 127/Town of Atherton (Page 4 of 12)