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shall be solely responsible therefore and shall defend and indemnify City for Consultant's <br /> failure to do so. <br /> ARTICLE 8—GENERAL. CONSIDERATIONS <br /> 8.1 In the event any action is commenced to enforce or interpret any of the terns or <br /> conditions of this Agreement the prevailing Party shall, in addition to any costs and other <br /> relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the <br /> use of in-house counsel by a Party. <br /> 8.2 Consultant shall not assign any of the Services, except with the prior written approval of <br /> City and in strict compliance with the terms and conditions of this Agreement. <br /> 8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other <br /> documents developed by Consultant in connection with its performance of the Services, <br /> and any copyright interest in such documents, shall become the property of City and shall <br /> be delivered to City upon completion of the Services, or upon the request of City. Any <br /> reuse of such documents, and any use of incomplete documents, shall be at City's sole <br /> risk. <br /> 8.4 Consultant is for all purposes under this Agreement an independent Consultant and shall <br /> perform the Services as an independent Consultant. Neither City nor of its agents shall <br /> have control over the conduct of Consultant or Consultant's employees, except as herein <br /> set forth. Consultant shall supply all necessary tools and instrumentalities required to <br /> perform the Services. Assigned personnel employed by Consultant are for its account <br /> only, and in no event shall Consultant or personnel retained by it be deemed to have been <br /> employed by City or engaged by City for the account of, or on behalf of City. Consultant <br /> shall have no authority, express or implied, to act on behalf of City in any capacity <br /> whatsoever as an agent, nor shall Consultant have any authority, express or implied, to <br /> bind City to any obligation. <br /> 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon <br /> completion and acceptance of the Services by City; provided, however, this Agreement <br /> may be terminated by City, in its sole discretion, by providing not less than five (5) days <br /> prior written notice to Consultant of City's intent to terminate. If this Agreement is <br /> terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no <br /> amount shall be allowed for anticipated profit or unperformed Services, and (2) any <br /> payment due Consultant at the time of termination may be adjusted to the extent of any <br /> additional costs to City occasioned by any default by Consultant. Upon receipt of a <br /> termination notice, Consultant shall immediately discontinue its provision of the Services <br /> and, within five (5) days of the date of the termination notice, deliver or otherwise make <br /> available to City, copies (in both hard copy and electronic form, where applicable) of <br /> project related data, drawings, specifications, reports, summaries and such other <br /> information and materials as may have been accumulated by Consultant in performing <br /> the Services. Consultant shall be compensated on a pro-rata basis for Services completed <br /> up to the date of termination. <br /> 1:1ca1djmlAgreements\Wi11dan 10.17.16.doc 4 <br />