4.7. SR 02-01-2016 - Laserfiche WebLink

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standard of care. Consultant shall put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs or damages arising from unreasonable delays in the completion of the Work. 8. Audit Disclosure. The Consultant shall allow the City or its duly authorized agents reasonable access to such of the Consultant's books and records as are pertinent to the work performed under this Agreement. Any reports, information, data, etc. given to, or prepared or assembled by, the Consultant under this Agreement which the City requests to be kept confidential shall not be made available to any individual or organization without the City's prior written approval. City shall have a perpetual license to retain and use all final deliverables generated pursuant to this Agreement for the specific purpose of the project and no other. Spohn retains ownership of all documents generated, in whole or in part, by Spohn, its agents, and employees. 9. Term. The term of the Agreement shall be from January 8. 2016 through May 16, 2016 at which time final site plans, specifications, construction documents, and construction cost estimates for the Orono Park skate park must be received by the City. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 10. Termination. This Agreement may be terminated by the Consultant effective upon sixty (60) days' written notice delivered to the City at the address written above. The City may terminate this Agreement effective immediately, upon written notice to the consultant. Upon termination under this provision, the Consultant shall be paid for services rendered and reimbursable expenses until the effective date of termination. If, however the City terminates this Agreement because the Consultant has failed to perform in accordance with this Agreement, no further payment shall be made to the Consultant, and the City may retain another consultant to undertake or complete the Work. 11. Independent Consultant. At all times and for all purposes herein, the Consultant is an independent contractor and not an employee of the City. No statement herein shall be construed so as to find the Consultant an employee of the City. 12. Non -Discrimination. During the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, or age. The Consultant shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Consultant shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. 13. Assignment. Neither party shall assign this Agreement, not any interest arising herein, without the prior written consent of the other party. 14. Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for in Exhibit A shall be honored by the City.