27. THIRD PARTY INTERESTS AND LIABILITIES. The City and Service
Provider, including any of their respective agents or employees, shall not be liable to third
parties for any act or omission of the other party. This contract is not intended to create any
rights, powers, or interest in any third party and this agreement is entered into for the
exclusive benefit of the City and Service Provider.
no interest and that it will not acquire any interest, direct or indirect, which would conflict
in any manner or degree with the performance of services required to be performed under
this contract. Service Provider further warrants that no person having such an interest shall
be employed in the performance of this contract. If City determines that a conflict exists
and was not disclosed to the City, it may terminate the contract at will or for cause in
accordance with paragraph 8.
claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City or any of its officers or employees, in either
their official or individual capacity, for violations of or infringement of the copyright or patent
laws of the United States or of any other nation. Service Provider agrees to indemnify, to defend,
and to hold harmless the City, its representatives, and employees from any claim or action
18. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service
Provider shall not assign, transfer, delegate, or subcontract any rights, obligations, or duties
under this contract without the prior written consent of the City. Any such assignment,
transfer, delegation, or subcontracting without the prior written consent of the City is void.
Any consent of the City to any assignment, transfer, delegation, cr subcontracting shall only
apply to the incidents expressed and provided for in the written consent and shall not be
applicant for employment is qualified. Service Provider agrees to take affirmative action to
employ, advance in employment, or to otherwise treat qualified, handicapped individuals
without discrimination based upon physical or mental handicap in all employment practices,
including but not limited to the following: employment, upgrading, demotion, transfer,
recruitment, advertising, layoff, termination, rates of pay, or other forms of compensation and
selection for training, including apprenticeship.
" Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Service Provider or
anyone employed, directed, or supervised by Service Provider.
Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or
future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Service Provider's principals, officers, employees, agents, sub
Service Providers, consultants, vendors, or suppliers are expressly recognized to be within
Service Provider's control.
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.
3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or subcontracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or subcontracts specified in the notice, and revoke
agreements specified in the notice.
Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, in its sole discretion, determines that time is critical or public health and safety are of
concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change
3. STANDARD OF CARE. Service Provider shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Service Provider warrants that all work shall be performed with the degree
of professional skill, care, diligence, and sound practices and judgment that are normally
exercised by recognized professional firms with respect to services of a similar nature. It shall
be the duty of Service Provider to assure at its own expense that all work is technically
