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2. Change in Scope:The scope of the work described in Article II, Scope of Services, shall be <br /> subject to modification or supplement only upon the written agreement of the City and the <br /> Consultant. At the time of such�nodification of scope, equitable adjustments, agreeable to <br /> both parties, sha11 be made only in writing,in the time of performance and the compensation <br /> to be paid for the services. <br /> 3. Insurance: The Consultant shall procure and maintain insurance for protection from claims <br /> under workers' compensation acts, claims for damages because of bodily injury including <br /> personal injury, sickness or disease or death of any and all employees and from claims for <br /> damages because of injury to or destruction of property including loss of use resulting <br /> therefrom. The Consultant shall procure and maintain general liability insurance with limits <br /> of $1,000,000.00 per occurrence and shall list the City as an additional insured on the <br /> Consultant's general liability insurance policy. The Consultant shall defend, indemrufy and <br /> hold harmless the City for any claim of copyright infringement relative to the Consultant's <br /> performance on the Project. <br /> 4. Termination: This Agreement may be terminated by either party upon seven(7)days written <br /> notice in the event of substantial failure by the other party to perform in accordance with the <br /> terms hereof through no fault of the terminating party; provided, however, that in any such <br /> case,the Consultant shall be paid the reasonable value of the services rendered up to the time <br /> of termination on the basis of the payment provisions of this Agreement. Copies of all <br /> completed or partially completed materials prepared under this Agreement shall be delivered <br /> to the City when and if this Agreement is terminated, but it is mutually agreed by the parties <br /> that the City will use them solely in connection with this Project, except with the written <br /> consent of the Consultant. The Client may ternunate or suspend performance of this <br /> Agreement for City's convenience upon written notice to the Consultant. Upon restart, an <br /> equitable adjustment shall be made to Consultant's compensation. <br /> 5. Controlling Law: This Agreement is to be governed by the laws of the State of Illinois. <br /> 6. Allocation of Risks-Indemnification: The Consultant shall indemnify and hold harmless the <br /> City and its Officers and employees from and against any and all claims, costs, losses, and <br /> damages(including,but not limited to all fees and changes of engineers, architects, attorneys <br /> and other professionals and all court or arbitration or other dispute resolution costs)caused <br /> solely by the negligent acts or omissions ofthe Consultant or the Constant's officers,director, <br /> partners, employees, agents and sub-consultants in the performance and furnishing of <br /> Consultant's services under this Agreement. The City agrees that the Consultant's <br /> professional liability for negligence or breach of warranty in the performance of any services <br /> in connection with this Agreement shall in no event exceed the amount of total compensation <br /> received by the Consultant for services rendered in connection with this Agreement. <br /> 7. Reuse of Documents: All documents,including,but not limited to,drawings, specifications, <br /> and computer software prepared by the Corrsultant pursuant to this Agreement are <br /> instruments of service in respect to the Project. They are not intended or represented to be <br /> suitable for reuse by the City or others on extensions of the Project or on any other project. <br /> The City agrees,to the fullest e�ent permitted by law,to indemnify and hold the Consultant <br /> Page 4 of 6 <br />