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3. Upon receipt of a notice of intent to terminate from the City pursuant to this Agreement,the <br /> Consultant shall(1)promptly discontinue all services affected(unless the notice directs <br /> otherwise),and(2)make available to the City at any reasonable time at a location specified by the <br /> City all data,drawings, specifications,reports,estimates, summaries, and such other information <br /> and materials as may have been accumulated by the Consultant in performing this Agreement, <br /> whether completed or in process. <br /> 4. Upon termination pursuant to this Agreement,the City may take over the work and complete the <br /> same by agreement with another party or otherwise. <br /> D. INDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be <br /> construed to make the Consultant an employee or partner of the City. The Consultant shall at all <br /> times hereunder be construed to be an independent contractor. <br /> E. AMENDMENT OF AGREEMENT. This Agreement shall be amended or supplemented only in <br /> writing and executed by both parties hereto. Any modification of this Agreement or additional <br /> obligations assumed by either party in connection with this Agreement will be binding only if <br /> evidenced in writing and signed by each party. <br /> F. HOLD HARMLESS. Consultant agrees to the fullest extent permitted by law to indemnify and <br /> hold harmless City and its officers, officials,employees, from and against all damages and liabilities, <br /> including bodily injury or death,and including reasonable expenses and attorney fees to the extent <br /> caused by the Consultant's negligent acts, errors, or omissions in the performance of the Consultant's <br /> services under this agreement. <br /> Insurance coverage specified in this Agreement constitutes the minimum requirements and said <br /> requirements shall not lessen or limit the liability of the Consultant under the terms of the Agreement. <br /> G. COPYRIGHT ASSIGNMENT. The Consultant assigns to the City any and all of Consultant's <br /> rights under copyright laws for work prepared by the Consultant, its employees, subcontractors or <br /> agents in connection with this Agreement, including any and all rights to register said copyright, <br /> renewal rights, determination rights and import rights. The Consultant agrees to execute any <br /> additional documents the City may request to effectuate the assignment of said copyright. <br /> H. SEVERABILITY. If any section,terms or provisions of this Agreement or the application thereof <br /> shall be held to be invalid or unenforceable,the remainder of each section, subsection,term or <br /> provision of this Agreement or the application of the Agreement to the parties, shall not be affected <br /> thereby. <br /> I. TIMELINESS. The Parties recognize and agree that time is of the essence of this Agreement as is <br /> consistent with the applicable professional standard of care. <br /> J. AUTHORIZED SIGNATOR. Each signatory to this Agreement warrants and represents that such <br /> signatory is duly authorized to execute this Agreement on behalf of the party for who the Agreement <br /> is signed. <br /> K. COUNTERPART SIGNATURES. This Agreement may be executed in counterparts,and any party <br /> hereto may sign any counterpart. This Agreement shall be effective when each party hereto has <br /> signed a counterpart, and a set of counterparts bearing the signature of each party hereto shall <br /> constitute the Agreement as fully as if all of the parties shall have signed a single document. <br /> 3 <br />