2005 AGN NOV 01 I12 - Laserfiche WebLink

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and federal laws, rules and regulations. City understands, however, that Consultant's performance is dependent, in part, on City's actions. Accordingly, City will use reasonable commercial efforts to timely provide Consultant with the items and assistance specified in the applicable SOW and any dates or time periods relevant to performance by Consultant shall be appropriately and equitably extended to account for any delays by the City which affect Consultant's ability to perform. If any such matter would materially change the economics of Consultant's performance or substantially extend the schedule, Consultant may terminate this Agreement upon thirty days written notice, unless within the notice period the parties agree on mutually acceptable changes to the applicable SOW (and the parties will negotiate in good faith to do so) or City equitably increases the compensation to Consultant in accordance with a reasonable proposal that may be provided by Consultant. 3.1.2 Term. The term of this Agreement shall be from October 20, 2005 to March 31, 2006 unless earlier terminated as provided herein. Provided that City and any other contractors engaged by the City to provide services in connection with the Project perform all of their responsibilities in a timely manner, Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines mutually agreed upon by the parties. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. RVPUB\NGS\529334 2