Professional Services Agreement - Troyer Group - Development of Vacant Land Guide

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Agreement will be considered a material breach. In the event of any breach of this Agreement by the Provider, the City will provide written notice of the breach to Provider within ten (10) days of discovering a breach occurred; further, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity, up to the amount paid to Provider due to such breach. D. Except as otherwise provided herein, the failure of City to make payments to Provider in accordance with this Agreement will be considered material breach. Provider may terminate this Agreement in the event that City is in breach hereof and does not remedy the act of default within forty-five (45) days after receipt of written notice from Provider requesting that the default be remedied or cured. Termination of this Agreement will not relieve City of the obligation to pay undisputed payments when due, nor will it relieve City of its obligation to pay any additional costs incurred by Provider under the scope of this Agreement prior to the effective date of termination. In the event of any breach of this Agreement by City, the Provider may suspend its performance to City and may pursue any and all remedies available at law or in equity. 4. 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. 5. Relationship. 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. No employee of the Provider will be considered or deemed to be an employee of 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 andthe Provider. 6. Indemtlilrcation of Cjty. The Provider hereby agrees to indemnify, defend, and hold harmless the City and its officials, employees, and agents, from any reasonable claims which arise from (i) any breach or violation of this Agreement by Provider; (ii) any negligence, gross negligence, or willful misconduct by the Provider under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the City or its officials, directors, employees, or agents. City shall give Provider prompt written notice of any alleged liability or action. The obligations of the Provider under this section shall survive the termination of this Agreement for a period of 5 years. 7. Indemnification of Provider. The City hereby agrees to indemnify, defend, and hold harmless the Provider and its officials, employees, and agents, from any reasonable claims which arise from (i) any breach or violation of this Agreement by City; (ii) any negligence, gross negligence, or willful misconduct by the City under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the Provider or its officials, directors, employees, or agents. Provider shall give City