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or in equity. <br />5. 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. No employee of the Provider will be <br />considered or deemed to be an employee of the City. This Agreement is strictly for the benefit of <br />the Parties and not for any third party or person. This Agreement was negotiated by the Parties at <br />anu'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 />The Provider shall supply, at his own cost, his own tools and/or equipment necessary to <br />perform the Services. The Provider maintains the absolute right and ability to perform work for <br />any other company, entity or individual. <br />6. Indemnification of City. To the fullest extent permitted by law, the Provider hereby <br />agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from <br />any and all claims of any nature which arise from the performance by and are caused by the <br />Provider under this Agreement and from all costs and attorney fees in connection therewith, <br />excepting for claims arising out of the negligence of the City, its officials, directors, employees, <br />and agents. The obligations of the Provider under this section shall survive the termination of this <br />Agreement. <br />7. Work Product; Ownership. The Provider will submit any required paperwork to <br />the City in a timely fashion. A failure to do so may result in a breach of this Agreement. Any and <br />all work product submitted by the Provider to the City as part of the Provider's performance of the <br />Services will become the exclusive property of the City, and the City will have the right to use and <br />reproduce copies of the Provider's work product as the City determines in its sole discretion <br />without compensation to the Provider except the compensation expressly provided for in this <br />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 when deposited in the United States Postal Service, postage prepaid, <br />registered or certified mail, return receipt requested, addressed to the City or the Provider, as the <br />case may be, at the address set forth below. <br />Provider: City: <br />Hamilton's Towing, LLC City of South Bend <br />2 <br />