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<br />General Provisions - 1 <br />ATTACHMENT <br />SERVICES AGREEMENT <br />(TRANSIT ADVERTISING) <br /> <br />1. Engagement of Supplier. The City hereby agrees to engage Supplier, and Supplier hereby agrees, <br />to perform the work in a competent and professional manner and provide the services described <br />in the exhibit(s) to this Agreement. The work so described is hereafter referred to as “Work”. <br />A. Without a written directive of an authorized representative of the City, Supplier shall not <br />perform any services that are in addition to, or beyond the scope of, the Work. <br />B. If Supplier’s proposal or other document generated by Supplier is incorporated or attached <br />as an exhibit or part of any exhibit to this Agreement or in any amendment or task or work <br />order pursuant to this Agreement, then such proposal or document is part of this Agreement <br />solely to the extent that it describes the Work or the Work schedule. Supplier expressly <br />agrees that no terms or conditions from such proposal or document are incorporated or <br />included into this Agreement, unless the to-be-included term or condition is specifically <br />referenced in the Basic Provisions. <br />C. Work or requirements described in a scope of work document attached as an exhibit to this <br />Agreement in aspirational or preferential terms (such as “it is desired that Supplier will,” “it <br />is preferred that Supplier will” or similar language) is deemed to be mandatory, unless <br />otherwise provided in the Basic Provisions. <br />D. In the event of difference or conflict between parts of this Agreement, Supplier shall be <br />bound by whichever is more stringent on Supplier, except that the Basic Provisions shall <br />always govern. <br />2. Intellectual Property Rights. Reports, drawings, plans, specifications and any other intangible <br />property created in furtherance of the Work are property of the City for all purposes, whether the <br />project for which they are made is executed or not, and may be used by the City for any purpose. <br />To the extent the Work includes material subject to copyright, Supplier agrees that the Work is <br />done as a “Work For Hire” as that term is defined under U.S. copyright law, and that as a result, <br />the City shall own all copyrights in the Work. To the extent that the Work includes material subject <br />to proprietary right protection but does not qualify as a “Work For Hire” under applicable law, <br />Supplier hereby assigns to the City all right, title and interest in and to the Work, including all <br />copyrights, patents, trade secrets, and other proprietary rights therein (including renewals <br />thereof). To the maximum extent permitted by law, Supplier waives all moral rights in the Work. <br />Notwithstanding the foregoing, Supplier retains any intellectual property rights in documents and <br />intangible property created by Supplier prior to engagement, or not created by Supplier for its <br />performance of this Agreement. <br />3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the <br />date of mutual execution of this Agreement and the Work shall be completed by Completion Date <br />stated in the Basic Provisions. The Completion Date may be extended as set forth in the Basic <br />Provisions. <br />4. Compensation. Supplier shall pay the City in accordance with Exhibit B. <br />5. Transition to New Supplier. <br />A. At the end of the term of this Agreement or upon earlier termination, the transition between <br />Supplier and a new supplier will occur in a professional manner and with Supplier’s full <br />cooperation. This includes a reasonable opportunity to close out and open new or transfer <br />contracts in a reasonable business-like manner, thereby ensuring complete and full start-up <br />of the new supplier. Supplier shall provide a written plan for how transition will occur at the