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effective immediately upon delivery of a written termination notice to the Provider, the City may <br />terminate this Agreement, in whole or in part, for any reason, if the City determines that such <br />termination is in the best interest of the City. In addition, in accordance with Ind. Code 6-1.1-18- <br />4, payments are subject to annual appropriation by the City. If the City makes a written <br />determination that funds are not appropriated or are otherwise unavailable to support the <br />continuation of this Agreement, it shall be cancelled. A determination by the City that funds are <br />not appropriated or are otherwise unavailable to support the continuation of performance shall be <br />final and conclusive. The City will not be required to pay any Contract Installment or be otherwise <br />liable for any cost associated with the Provider's performance of any Services after the effective <br />date of termination. <br />4. Remedies for Breach of Contract. Failure to complete the Services in accordance <br />with this Agreement will be considered a material breach. In the event of such breach, the City <br />may suspend all payments to the Provider and may pursue any and all remedies available at law <br />or in equity. The Provider shall repay to the City any portion of the Contract Amount expended <br />for matters not within the scope of the Services. <br />5. Point of Contact. The City employee identified in Section 9 below will serve as the <br />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 to act by <br />the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit <br />of the Parties and not for any third party or person. This Agreement was negotiated by the Parties <br />at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to <br />consult with independent legal counsel. Neither party shall maintain that the language in the <br />Agreement shall be construed against any signatory hereto. The City and the Provider hereby <br />renounce the existence of any form of agency relationship, joint venture, or partnership between <br />the Provider and the City and agree that nothing contained herein or in any document executed in <br />connection herewith shall be construed as creating any such relationship between the City and the <br />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 nature <br />which arise from the performance by the Provider under this Agreement and from all costs and <br />attorney fees in connection therewith, excepting for claims arising out of the negligence of the <br />City, its officials, directors, employees, and agents. The obligations of the Provider under this <br />section shall survive the termination of this Agreement. <br />8. 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 />9. 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 States <br />Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to <br />the City or the Provider, as the case may be, at the address set forth below. <br />2 <br />