WEST YOST ASSOCIATES (#2027082) - Laserfiche WebLink

Page 2 of 9 5. Sufficiency of Consultant’s Work. All work product and all other documents prepared by Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. In providing services under this Agreement, the Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality (“Standard of Care”). 6. Ownership of Work. All work product and all other documents completed or partially completed by Consultant in the performance of this Agreement shall become the property of the City, provided that the City substantially performs its obligations under this Agreement, including prompt payment of all sums due and owing to Consultant. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent. Client shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 7. Changes. City may request changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement. 8. Consultant’s Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents or employees of City. 9. Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received. 10. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors. 11. Indemnity and Hold Harmless. Consultant shall indemnify, and hold harmless, the City and its officers, and employees from and against all claims, losses, damage, injury, and liability for damages to the extent caused by the negligent errors, omissions, or wrongful acts of the Consultant in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which has given rise to the claim, loss, damage, injury or liability for damages. This indemnification shall extend for a reasonable Docusign Envelope ID: C46F6467-48FC-8755-8247-09E863327CA7Docusign Envelope ID: A1F306CD-3D85-8219-8045-1E730ABF3862