Res 2005-082 - Laserfiche WebLink

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58. Attachment C City of San Marcos, Texas Terms and Conditions for Professional Services A2reements 1. Standards of Performance (a) The performance of all services by the Consultant under this Agreement will be by persons appropriately licensed or registered under State, local and Federal laws. (b) In performing all services under this Agreement, the Consultant will use that degree of care and skill ordinarily exercised for similar projects by professional consulting firms who possess special expertise in the types of services involved under this Agreement. (c) Any provisions in this Agreement pertaining to the City's review, approval and lor acceptance of written materials prepared by the Consultant and/or its subconsultants in cOlll1ection with this Agreement will not diminish the Consultant's responsibility for the materials. (d) The Consultant will perform all of its services in coordination with the City. The Consultant will advise the City of data and information the Consultant needs to perform its services, and the Consultant will meet with City representatives at mutually convenient times to assemble this data and information. (e) In performing all services under this Agreement, the Consultant will comply with all local, state and federal laws. 2. City's Responsibilities (a) The City will provide information to the Consultant regarding the City's requirements for the Consultant's services under this Agreement. The City will furnish the Consultant with data and information in the City's possession needed by the Consultant~ at the Consultant's request. (b) The City will designate an authorized representative to act on the City's behalf with respect to this Agreement. The City will examine documents and information submitted by the Consultant, and promptly render responses to the Consultant on issues requiring a decision by the City. Navigant letter agreement 3. Consultant's Records (a) All expense records of the Consultant related to this Agreement will be kept on a recognized accounting basis acceptable to the City and will be available to the City at mutually convenient times. (b) The City and its auditors will have access to expense records of the Consultant which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, copying and transcriptions. (c) The Consultant will furnish to the City records, reports, data and information collected by the Consultant from the City, and written analysis and reports prepared for the City under this Agreement, upon termination of this Agreement. 4. Ownership and Use of Documents (a) All documents prepared by the Consultant for the City in connection with this Agreement will be the property of the City. (b) The Consultant will retain all of its expense records relating to this Agreement for a period of three years, except that in the event the Consultant goes out of business during that period, it will turn over to the City all of its expense records relating to the Project for retention by the City. 5. Term; Termination of Ae.reement (a) The term of this Agreement begins upon the date of the letter agreement, and will end upon the Consultant's completion, and the City's acceptance, of all services described in this Agreement. (b) This Agreement may be terminated by either party upon 15 days prior written notice should the other party fail substantially to perfonn in accordance with its terms through no fault of the party initiating the termination. (c) This Agreement may be terminated at will by either party upon at least 15 days prior written notice to the other party. (d) In the event of termination as provided in this 5