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5. The City employee identified in Section 10 below will serve as <br />the City's principal point of contact for purposes of this Agreement. <br />0. The Provider shall at all times be an independent contractor [brUle <br />performance of the Services rather than an employee ofthe City, and no act or ornission to act bv <br />the Provider xhei| in any vvoy bind or obligate the City. No employee of the Provider will be <br />considered ordeemed k`bounemployee ofdhoCity. Thiu/\cyrt�m�nt�xstrioUyfor the bune�to[ <br />the Pat -ties and not for any third party orperson. This /\gncenneni was negotiated by the Parties at <br />arno`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 \un(2uuge in the <br />Agreement shall be construed against any signatory hereto. The City and the Provider hereby <br />renounce the existence of an), (brm of agency relationship. jointventure, or partnership between <br />the Provider and the City and agree that nothing contained herein or in an), douomentcxccuted in <br />connection herewith shall be construed uscreating an}' such relationship between the City and the <br />Provider. <br />7. The Prov�dorh��bvu�eum to indcmdefend, and nifx <br />hold harmless the City and its oOiuiu\n, employees, and agents, from any and all claims ofany <br />nature which arise from tile performance hythe Provider under this Agreement and from all costs <br />and obomcy fees in connection therewith, except for dmin/s arising out of the negligence or <br />intentional ociw o/ omissions of' tile City or its ofDcia|s, directors. employees, or agents. The <br />ob|i�udonsof(h�Pom�W�rundcr�himauchonshu||survivcihct�rminuiinnuf�his,��reomenL <br />8Own Ish 1. The Provider will submit its work product to the City <br />in nonnrdxnce with the terms of the Scope of Work. Any and all work product submitted by the <br />Providurio the City as part mfiho Provider's performance ofthc Services shall he free hnm claims <br />ofinfringement and will become the exclusive property nfthe City, The City will have tile right <br />to use and reproduce copies of the Provider's work pomdoct as the City determines in its sole <br />discretion Without compensation to the Provider except the compensation expressly provided fhr <br />in this /\gncemonL The City agrees, to the fullest extent permitted by |uvv, to indemnifv, defend, <br />and hold harmless the Provider against any damages. \iabi|iLies, or costs, including reasonable <br />attorneys' Ocoa, arising hnm or allegedly arising Uom or in any vvuy related to orconnected with <br />thc pouoo or modification of the deliverables by the City. The City vvi|| credit the Provider each <br />time the deliverables are used. <br />0� . The Provider shall not assign orsubcontract the whole nrany part of <br />this A�r�on��n1ori{�ob|i�uiionuhu�undcrvvi1houtthe prior vniUenconsent u[the City. <br />|A. Notices. Any notice required or permitted to be delivered hereunder shall be <br />deemed to be delivered when deposited in the United States Pouk\| Service, postage prepaid, <br />registered or certified noui\, return receipt requested, addressed Lothe City or (lie Provider, as the <br />