1991-04-10 Resolution 39 - Laserfiche WebLink

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failure by the other party to perform in accur~lanre tiith the term; hcra,f through nu 1<wlt of the terminating party. 7.2. Keuse of Documents. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and ENGI- ~~ NEER's independent professional associates and con- sultants) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse without written verifica- tion or adaptation by ENGINEER for the specific pur- poseintended will be at OWNER's sole risk and without IiabiIity or legal exposure to ENGINEER, or to ENGI- NEER's independent professional associates or con- sultants, and OWNER shall indemnify and hold harm- less ENGINEER and ENGINEER's independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any. such verti- fication or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 7.3. Insurance. 7.3.1. ENGINEER shall procure and maintain insur- ance for protection from claims under workers' com- pensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. 7.~3. Controllint; Laic. "fhi; Agreement i, to he governed by the law of the principal place of business of ENGINEER. 7.5. Successors and Assigns. '7.5.1. OWNER and ENGINEER each is hereby bound ' and the partners, successors, executors, administrators and legal representatives ofOWNER and ENGINEER (and to the extent permitted by paragraph 7.5.2 the -assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal repre- sentatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 7.5.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (includ- ing, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted bylaw. Unless specificallystated tothe contrary in any written consent to an assignment, no assignment will release or discharge the .assignor from any duty or responsibility under this Agreement. Nothing con- tained inthis paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 7.5.3. Nothing under this Agreement shall be con- strued to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to .this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the. benefit of any other party. 1The remainder of this pale ~~~as left blank intentionally.) Yagc Ifs cif l~ ~agcs