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certified original copies of endorsements effecting coverage as required herein; or (2) if requested to do
<br />so, in writing, by the Risk Manager, provide original certified copies of policies including all
<br />endorsements and any and all attachments thereto, showing that such insurance is in full force and
<br />effect, and the City, its officers, elected officials, employees, agents and representatives are named as
<br />additional insureds with respect to this contract and the obligations of such architect and engineering
<br />firms hereunder. Further, said Certificates and policies of insurance shall contain the covenant of the
<br />insurance carriers that thirty days written notice shall be given to the City prior to any modification,
<br />cancellation, expiration or reduction in coverage of such insurance. PM shall not begin operations
<br />under this Agreement or otherwise use City premises until the City has been furnished original
<br />certificates of insurance and certified copies of endorsements or policies of insurance including all
<br />endorsements and any and all other attachments as required in this Section.
<br />(3) It is understood and agreed to by such architect and engineering firms, and the insurance companies'
<br />certificates of insurance and policies shall so covenant and shall be construed as primary and City's
<br />insurance and/or deductibles and/or self -insured retentions or self -insured programs shall not be
<br />construed as contributory.
<br />XI. WORKPRODUCT: The City acknowledges that PM and PM's consultant's reports, drawings, specifications,
<br />and other similar documents are instruments of professional service, not products. Although ownership of such
<br />documents and copyrights thereto or therein are normally retained by PM or the consultant in question, they,
<br />nonetheless, shall in this instance become the property of the City upon full payment to PM of any and all amounts owed
<br />or due to PM and, through PM to the consultant in question, under the terms of this Agreement. All drawings must be
<br />done on AutoCAD, per City standards, with the final submittal in ink on mylars, including disks of the digital file. PM
<br />is entitled to retain reproducible copies of the above.
<br />XII. TERMINATION. This Agreement maybe terminated by either the City or PM, without cause, upon thirty (30)
<br />days written notice to either party. Upon termination, PM will be paid the reasonable value of its services and those of
<br />its consultants actually performed up to the effective date of termination, together with any and all cancellation
<br />penalties, termination fees, and costs payable or incurred by PM, if any, resulting from the City's termination.
<br />Notwithstanding any of the provisions of this Agreement, PM's rights under this Agreement shall terminate, except for
<br />costs and compensation accrued prior to the date of termination and termination costs and penalties as described above,
<br />upon PM's bankruptcy, death or disability or, in the event of fraud, dishonesty, willful or material breach of this
<br />Agreement by PM or, at the City's election in the event of PM's unwillingness or inability for any reason whatsoever to
<br />perform the duties hereunder. In such event, PM shall be entitled to no further compensation under this Agreement, it
<br />being the intent that PM shall be paid as specified in Paragraph V herein only during such period that PM shall, in fact,
<br />be performing the duties hereunder.
<br />XIII. ASSIGNMENT: Neither this Agreement nor any part thereof shall be assigned by PM without prior written
<br />consent of the City.
<br />Any material change in the business structure or majority ownership of PM, other than resulting from the death
<br />of a principal shareholder, shall be deemed an assignment for purposes of this paragraph.
<br />XIX. ALTERATIONS: No alteration or variation of the terms of this Agreement shall be valid unless made in writing
<br />and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any
<br />of the parties hereto.
<br />XV. CHOICE OF LAW: This Agreement shall be governed and construed in accordance with the laws of the State
<br />of California.
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