Agreement for Goods and Services - Extend 2019 Pricing and Terms for 2020 Purchases of Electric Vehicle Chargers and Five (5) Year Service and Software

Home Browse Search

5. Renewal. The Parties may mutually agree in writing to extend the term of this Agreement for a period of one year subject to the same terms and conditions set forth in this Agreement, unless otherwise mutually agreed to by the Parties. 6. Remedies for Breach of Contract. Failure to provide the Goods and 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. 7. Point of Contact. The City employee identified in Section 9 below will serve as the City's principal point of contact for purposes of this Agreement. 8. Relationship. The Provider shall at all times be an independent contractor for all services performed and goods supplied 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. 9. In enanilication 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. 10. ., ssi invent. The Provider shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 11. Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered, whether or not actually received, when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may be, at the address set forth below. Provider: City of South Bend: Attn: Matthew Blackler Attn: Therese Dorau CEO, ZEF Energy Office of Sustainability Unit 18, 5325 W. 74th St. 227 W. Jefferson Blvd. Ste. 1316 Edina, MN 55439 South Bend, IN 46617 2