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20. MISCELLANEOUS PROVISIONS <br />a. This Agreement is solely to assist the CITY in the services outlined above. If, for any reason, <br />CONSULTANT is unable to complete the work, CONSULTANT will describe any restrictions on the <br />performance of the procedures in CONSULTANT report, or will not issue a report as a result of this <br />engagement. CONSULTANT will submit a report as part of the deliverable listed in this Agreement. <br />b. Because the procedures listed above do not constitute an examination or audit, CONSULTANT will <br />not express an opinion on the actual procedures, but instead will provide a report with <br />CONSULTANT's findings, observations and recommendations. CONSULTANT will have no <br />obligation to perform any procedures beyond those listed above. If, however, as a result of the <br />procedures or through other means, matters come to CONSULTANT's attention, CONSULTANT will <br />disclose those matters to CITY. Such disclosures, if any, may not include all matters which might <br />have come to CONSULTANT's attention had CONSULTANT performed additional procedures or an <br />examination. <br />C. CONSULTANT shall perform all services with the necessary knowledge and skills required to perform <br />the tasks. CONSULTANT or personnel of CONSULTANT engaged in the performance of such <br />services shall not represent themselves to be, nor shall they be deemed to be, employees of CITY for <br />any purpose whatsoever. <br />d. CITY agrees that its employees will cooperate with and assist representatives of <br />CONSULTANT in every reasonable way to enable CONSULTANT to secure all information <br />and data required to perform the services herein provided for. CONSULTANT shall have no <br />liability for defects in the services attributable to CONSULTANT's reliance upon or use of <br />data, design criteria, drawings, specifications, or other information furnished by CITY or third <br />parties retained by CITY. <br />Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to CITY in the event that such authority or power is not, in fact, held by <br />the signatory or is withdrawn. <br />f. CONSULTANT agrees any alterations, variations, modifications, or waivers of the provisions <br />of the Agreement, shall be valid only when reduced to writing, executed and attached to the <br />original Agreement and approved by the required persons. <br />g. If any legal action is instituted to enforce any party's rights hereunder, each party shall bear <br />its own costs and attorneys' fees, regardless of who is the prevailing party. <br />h. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in <br />the body of this Agreement. <br />(Signatures on following page) <br />9 <br />251 -13 <br />