Agmt03 BHV Innisfree Ven... (3) - Laserfiche WebLink

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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. If the City or the Agency directs or instructs the Developer to perform or furnish any Service or work that Developer believes falls outside the scope of Developer's Services and entitles it to additional compensation or an adjustment of the Project Schedule, Developer shall promptly notify City and Agency in writing. Developer shall give notice to City and Agency no later than two business days after the event giving rise to the Developer's claim. No dispute over directed Services or work will delay Developer's performance under this Agreement. 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 Contractors and Consultants are, and shall be, independent contractors. Neither the City nor the Agency shall have any responsibility for payment to any Consultant, Contractor, subcontractor or supplier of the Developer in connection with performance of the Services. 7. DOCUMENTS. All documents, plans, drawings, renderings, and other papers, or copies thereof, including drafts, working papers, prepared by Developer or Developer's Contractors and Consultants pursuant to the terms of this Agreement (collectively "Documents"), shall be and become the property of City and Agency. Developer shall deliver all Documents to City and Agency on the earlier of (a) the substantial completion date of the Project, (b) the date of termination of this Agreement for any reason prior to substantial completion of the Project, or (c) within three days of a written request from City. The Documents may be used by City or Agency and their agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes Atty/Agr/Agr.147 101403 Final L. Beck 14