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Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five <br />percent (25%) or more of the assets of the corporation, partnership or joint -venture. <br />16. SUBCONTRACTING <br />The subcontractors authorized by City, if any, to perform Work on this Project are <br />identified in Exhibit A. Consultant shall be fully responsible to City for all acts and <br />omissions of any subcontractor. Nothing in this Agreement shall create any contractual <br />relationship between City and any subcontractor nor shall it create any obligation on the <br />part of City to pay or to see to the payment of any monies due to any such subcontractor <br />other than as otherwise required by law. City is an intended beneficiary of any Work <br />performed by the subcontractor for purposes of establishing a duty of care between the <br />subcontractor and City. Except as specifically authorized herein, the Services to be <br />provided under this Agreement shall not be otherwise assigned, transferred, contracted <br />or subcontracted out without the prior written approval of City. <br />17. OWNERSHIP OF DOCUMENTS <br />17.1 Each and every report, draft, map, record, plan, document and other writing <br />produced, including but not limited to, websites, blogs, social media accounts and <br />applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, <br />its officers, employees, agents and subcontractors, in the course of implementing this <br />Agreement, shall become the exclusive property of City, and City shall have the sole right <br />to use such materials in its discretion without further compensation to Consultant or any <br />other party. Additionally, all material posted in cyberspace by Consultant, its officers, <br />employees, agents and subcontractors, in the course of implementing this Agreement, <br />shall become the exclusive property of City, and City shall have the sole right to use such <br />materials in its discretion without further compensation to Consultant or any other party. <br />Consultant shall, at Consultant's expense, provide such Documents, including all logins <br />and password information to City upon prior written request. <br />17.2 Documents, including drawings and specifications, prepared by Consultant <br />pursuant to this Agreement are not intended or represented to be suitable for reuse by <br />City or others on any other project. Any use of completed Documents for other projects <br />and any use of incomplete Documents without specific written authorization from <br />Consultant will be at City's sole risk and without liability to Consultant. Further, any and <br />all liability arising out of changes made to Consultant's deliverables under this Agreement <br />by City or persons other than Consultant is waived against Consultant, and City assumes <br />full responsibility for such changes unless City has given Consultant prior notice and has <br />received from Consultant written consent for such changes. <br />17.3 All written documents shall be transmitted to City in formats compatible with <br />Microsoft Office and/or viewable with Adobe Acrobat. <br />Kearns & West, Inc. Page 6 <br />