Laserfiche WebLink
the City may suspend all payments to the Provider and may pursue any and all remedies <br />available at law or in equity. The Provider shall repay to the City any portion of the <br />Contract Amount expended for matters not within the Scope of Work. <br />5. Point of Contact. The Contract Administrator identified in Section 10 below will <br />serve as the City's principal point of contact for purposes of this Agreement. <br />6. Relationship. The Provider shall at all times be an independent contractor for the <br />performance of the Services rather than an employee of the City, and no act or omission <br />to act by the Provider shall in any way bind or obligate the City. This Agreement is <br />strictly for the benefit of the Parties and not for any third party or person. This <br />Agreement was negotiated by the Parties at arm's length and each of the Parties hereto <br />has reviewed the Agreement after the opportunity to consult with independent legal <br />counsel. Neither Party shall maintain that the language in the Agreement shall be <br />construed against any signatory hereto. The City and the Provider hereby renounce the <br />existence of any form of agency relationship, joint venture, or partnership between the <br />Provider and the City and agree that nothing contained herein or in any document <br />executed in connection herewith shall be construed as creating any such relationship <br />between the City and the Provider. <br />7. Indemnification of City. The Provider hereby agrees to defend, indemnify, and <br />hold harmless the City, its officials, employees, and agents from any and all claims of any <br />nature which arise from the performance by the Provider under this Agreement and from <br />all costs and attorney fees in connection therewith, except for claims arising out of the <br />negligence of the City, its officials, directors, employees, and agents. The obligations of <br />the Provider under this Section 7 shall survive the termination of this Agreement. <br />8. Work Product; Ownership. The Provider will submit its work product to the City <br />in accordance with the terms of the Scope of Work. Any and all work product submitted <br />by the Provider to the City as part of the Provider's performance of the Services will <br />become the exclusive property of the City, and the City will have the right to use and <br />reproduce copies of the Provider's work product as the City determines in its sole <br />discretion without compensation to the Provider except the compensation expressly <br />provided for in this Agreement. <br />9. Assignment. The Provider shall not assign or subcontract the whole or any part of <br />this Agreement or its obligations hereunder without the prior written consent of the City. <br />10, Notices. Any notice required or permitted to be delivered hereunder shall be <br />deemed to be delivered, whether or not actually received, when deposited in the United <br />States Postal Service, postage prepaid, registered or certified mail, return receipt <br />requested, addressed to the City or the Provider, as the case may be, at the address set <br />forth below. <br />01 <br />