Professional Services Agreement - Matthew Sisk - GIS Review and Oversite

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covered by this Agreement. Further, the City shall not be required to pay for Services that are inconsistent with or in violation of this Agreement nor for any Services performed in violation of federal, state or local statute, ordinance, rule or regulation Section 19. Indemnification of City. The Contractor 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 Contractor 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 Contractor under this section shall survive the termination of this Agreement. Section 20. Work Product; Ownership. Any and all work product submitted by the Contractor to the City as part of the Contractor'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 Contractor's work product as the City determines in its sole discretion without compensation to the Contractor except the compensation expressly provided for in this Agreement. Section 21. No Waiver. No failure or delay on the part of either Party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder. IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives, have caused this Agreement to be executed as of the day and year first written above. The parties have read and understand the foregoing terms of this Agreement and do, by their respective signatures hereby agree to its terms. Matthew L. Sisk, an individual CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC CVO I+S Signature ......._........... _ _....—---------- iaryirilot, Presidnt G, Rra O'Sullivan. Member Elizabeth Maradikk, Member Therese Dorau, Member 5