HDL COREN & CONE (2) - Laserfiche WebLink

Home Browse Search

specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. City of SANTA ANA Kristine Ridge, City Manager Contract Officer or designee 4-8.3 Prohibition Against Subcontracting or Assignment The experience, knowledge, capability and reputation of CONSULTANT, its principals and employees were a substantial inducement for the CITY to enter into this Agreement. Therefore, CONSULTANT shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the CITY. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of CITY. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than fifty percent (50%) of the present ownership and/or control of CONSULTANT, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the CONSULTANT or any surety of CONSULTANT of any liability hereunder without the express consent of CITY. 4-8.4 Independent Contractor Neither the CITY nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required herein, except as otherwise set forth herein. CITY shall have no voice in the selection, discharge, supervision or control of CONSULTANT'S employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required herein as an independent CONSULTANT of CITY and shall remain at all times as to CITY a wholly independent CONSULTANT with only such obligations as are consistent with that role. CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of CITY. CITY shall not in any way or for any purpose become or be deemed to be a partner of CONSULTANT in its business or otherwise or a joint venturer or a member of any joint enterprise with CONSULTANT. 4-9.0 Insurance and Indemnification 4-9.1 Insurance Prior to undertaking performance of work underthis Agreement, Consultant shall maintain and shall require its Subcontractors, if any, to obtain and maintain insurance as described below: (a) Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims 11