City Council Agenda and Packet 1998 02 03

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over the work mean that Contractor shall follow the direction of the City as to end results of the work only. As an independent Contractor. Contractor is not entitled to workers' compensation benefits except as may be provided by the independent Contractor nor to unemployment insurance benefits unless unemployment compensation covera~e is provided by the independent Contractor or some other entity. The Contractor is oblieated to~y all federal and state income tax on any moneys earned or paid pursuant to this contract relationshill. 11.0 ASSIGNMENT Contractor shall not assign or delegat~: this Agreement or any portion thereof, or any monies due to or become due hereunder without the City's prior written consent. Such assignment or delegation without the City's prior consent shall be cause for termination of this Agreement at the City's sole option. In no event shall any contractual relation be created beltween any third party and the City by this Agreement. 12.0 DEFAULT Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. 13.0 TERMINATION 13.1 This Agreement may be terminated by either party for material breach or default of this Agreement by the other party not caused by any action or omission of the other party by giving the other party written notice at least fifteen (15) days in advance of the termination date. The termination notice shall specify in reasonable detail ~:ach such material breach or default. If this Agreement is so terminated, the Contractor shall promptly deliver to the City copies of all drawings, computer programs, computer input and output, plans, photographic images, analysis, tests, maps, surveys, and written materials of any kind generalted in the performance of its services under this Agreement, up to and including the date oftemlination. Termination pursuant to this subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 13.2 In addition to the foregoing, this Agreement may be terminated by the City for its convenience and without cause of any nature by giving written notice at least seven (7) days in advance of the termination date. In the event of such termination, the Contractor will be paid for the reasonable value of the services rendered to th~: date of termination, not to exceed the total amount set forth in Exhibit B, and upon such paym~:nt, all obligations of the City to the Contractor under this Agreement will cease. Furthermon:, in the event of such termination, the Contractor shall promptly deliver to the City copies of all drawings, computer programs, computer input and output, plans, photographic images, analysis, tests, maps, surveys, and written materials of any kind generated in the performance of its services undc:::r this Agreement, up to and including the date of termination at the standard costs for reproduction. Termination pursuant to this Subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 4