Professional Services Agreement - Jones Petrie Rafinski - EPA Mandated Groundwater Investigation Assistance

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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. 7. Supervision by EPA -Approved Project Coordinator. The Provider understands and agrees that the Services shall be performed in accordance with and under the supervision of the Project Coordinator, and pursuant to the terms of the ASAOC and any other controlling documents associated with the Beck's Lake Project, including, but not limited to, the Soil Management Plan, and any amendments thereto. The Provider agrees that it will at all times work under the direction of the Project Coordinator and will provide notice to the City in writing, as provided for under this agreement and within twenty-four (24) hours, of any disputes or disagreements that may arise between the Provider and the Project Coordinator, for the purpose of allowing the PRPs to resolve jointly any such issues. The Provider further agrees that all communications with third -parties regarding the services, including, but not limited to, communications with the Environmental Protection Agency, must be preauthorized by the Project Coordinator. 8. Indemnification 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. 9. Work Product; Ownership. The Provider will submit its work product to the City or third -parties in accordance with the terms of the Scope of Work. Any and all work product submitted by the Provider to the City as part of the Provider'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 Provider's work product as the City determines in its sole discretion without compensation to the Provider except the compensation expressly provided for in this Agreement. 10. Confidential Information• Non -Disclosure of Proprietary Information. For purposes of this Section 10, "Confidential Information" means: (1) any information given to the Provider by the PRPs, jointly or severally, and clearly marked, in writing, as confidential; and (2) any information given to the Provider by the PRPs, jointly or severally, and orally, which, at the time given, is stated to be confidential. In the course of providing services under this Agreement, the Provider may receive Confidential Information from or pertaining to the City, the PRPs, and/or third parties. The Provider acknowledges a fiduciary duty to maintain and strictly preserve all Confidential Information received, The Provider agrees to keep Confidential Information confidential, and will not give said information in any form, to a third party, and will only disclose Confidential Information to the Provider's employees who have a need to know. The confidentiality will not apply to information which: (A) is at the time of receipt public knowledge, or after receipt becomes public knowledge through no act of omission on the part of the Provider; (B) was known to the Provider, as shown by written records, prior to disclosure by the City; (C) is received by the Provider from a third party who did not obtain the information from the City; or (D) is required by law to be disclosed. The Provider further agrees to hold all of the City's