Agmt10 Integrated Building Solutions, Inc.

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(25) Copyright. Upon City's request, Consultant shall execute appropriate documents to assign to the City the copyright to work created pursuant to this Agreement. The issuance of a copyright to Consultant or any other person shall not affect City's rights to the materials and records prepared or obtained in the performance of this Agreement. City reserves a license to use such materials and records without restriction or limitation consistent with the intent of the original design, and City shall not be required to pay any additional fee or royalty for such materials or records. The license reserved by City shall continue from the date of execution of this Agreement unless extended by operation of law or otherwise. (26) Time is of the Essence. Consultant agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with the schedule specified in the mutually agreed Implementation Plan to be developed. In the performance of this Agreement, time is of the essence. (27) Whole Agreement. This Agreement has 11 pages excluding any exhibits described on its signature page. This Agreement constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. Where the terms of the Exhibits herein conflict with this Agreement, this Agreement shall prevail. This Agreement shall be interpreted as if it were prepared jointly by both the City and Consultant. (28) Multiple Copies of Agreement. Multiple copies of this Agreement may be executed but the parties agree that the Agreement on file in the office of City's City Clerk is the version of the Agreement that shall take precedence should any differences exist among counterparts of the document. (28) Delays in Progress. The Consultant is not responsible for damage or delay in performance caused by events beyond the control of the Consultant. In the event Consultant's services are suspended, delayed, or interrupted for the convenience of the City or delays occur beyond the control of the Consultant, an equitable adjustment in Consultant's time of performance and cost of Consultant's personnel and subcontractors shall be made. (29) Revisions of Work Scope. City reserves the right to direct revision of Consultant's services as may be necessary. When Consultant is directed to make revisions under this section of the Agreement, Consultant shall advise City of the probable costs involved in completing services and the time of performance for such completion. In the event City and Consultant cannot agree on equitable compensation for services rendered in making revisions, then, at City's option, Consultant shall either continue performance under the revised Agreement and an equitable adjustment in Consultant's time of performance and cost of Consultant's personnel shall be made at completion of the revised work, or Consultant shall not be obligated to continue performance under the revised Agreement. ATTY /AGR/2010.119 11/12/10 9