Agmt03 BHV Innisfree Ven... (4) - Laserfiche WebLink

Browse Search

Compensation and reimbursement of costs and expenses hereunder shall be payable upon monthly billing therefor by Developer to City and Agency, which billing shall include an itemized statement describing the services performed by task and labor category or cost/expense items billed and invoices from DevelopeFs Consultants. The Developer shall verify and approve the Consultant's billings as correct and in accordance with the requirements of this Agreement and prepare a cover letter as shown on Exhibit D. City and Agency may withhold, or on account of subsequently discovered evidence nullify, the whole or a part of any payment to such extent as may be necessary to protect City and Agency from loss, including costs and attorneys' fees, on account of (1) defective or deficient work product not remedied; (2) claims filed or reasonable evidence indicating probable filing of a claim or claims; (3) failure of Developer to make payments properly to its employees or Consultants; or (4) failure to adhere to the Project Schedule or to achieve sufficient progress with the Services such that Developer is unlikely to achieve timely completion. 4. ADDITIONAL SERVICES. In the event City desires the performance of additional services not otherwise included within the services described in Exhibit A, such services shall be authorized by City and Agency by written amendment or task order approved in advance of the performance thereof. Such amendment or task order shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Except to the extent modified by an amendment or task order, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment or task order. 5. ASSIGNABILITY. Neither Developer, City nor Agency shall 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. 6. STATUS. In the performance of Services hereunder, Developer and the Developer's Consultants are, and shall be, independent contractors. Neither the City nor F:Atty/Agr/Agr. 119 052003 5