Professional Services Agreement - Incremental Development Alliance - SB Zoning Ordinance Compliance Testing

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of termination. 4. Remedies for Breach of Contract. Failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of such breach, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the scope of the Services. 5. Point of Contact. The City employee identified in Section 10 below will serve as the City's principal point of contact for purposes of this Agreement. 6. Relationft. The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit of the Parties and not for any third party or person. This Agreement was negotiated by the Parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Provider. 7. Indemnification of City. The Provider hereby agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from any and all claims of any nature which arise from the performance by the Provider under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The obligations of the Provider under this section shall survive the termination of this Agreement. 8. Work Product; Ownership. (a) The Provider will submit its work product to the City in accordance with the terms of the Scope of Work. Except as provided in Section 8(b) below, any and all work product submitted by the Provider to the City as part of the Provider's performance of the Services will become the exclusive property of the City, and the City will have the right to use and reproduce copies of the Provider's work product as the City determines in its sole discretion without compensation to the Provider except the compensation expressly provided for in this Agreement. (b) With respect to work product submitted by the Provider to the City in connection with Task 4 alone, the City shall have an irrevocable license to use and duplicate all such documents, reports, models, or other written materials of any kind without cost until December 31, 2018, unless such period is extended by a written agreement signed by an authorized representative of each Party, provided, however, that all intellectual property and materials related to Task 4 will remain the exclusive property of the Provider during the period of such license. 0)