CC - Agendas - City Council - REGULAR - 12/2/2014

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City Court Administrator M.C. Woodfill & Associates, L.L.C. City of Prescott 823 E. Braeburn Drive 120 S. Cortez Rm 103 Phoenix, AZ 85022 Prescott, AZ 86301 13. It is expressly agreed and understood by and between the parties that the Service Provider is an independent Contractor, and, as such, Service Provider shall not become a City employee, and is not entitled to payment or compensation from the City, or to any fringe benefits to which other City employees are entitled. As an independent Contractor, Service Provider further acknowledges that it is solely responsible for payment of any and all income taxes, FICA, withholding, unemployment insurance, or other taxes due and owing any governmental entity whatsoever as a result of this Agreement. As an independent Contractor, Service Provider further agrees that it will conduct itself in a manner consistent with such status, and that it will neither hold itself out nor claim to be an officer or employee of the City by reason thereof, and that it will not make any claim, demand or application to or for any right or privilege applicable to any officer or employee of the City, including, but not limited to, worker's compensation coverage, unemployment insurance benefits, social security coverage, or retirement membership or credit. 14. This Agreement is non-assignable by the Service Provider unless by sub-contract, as approved in advance by the City. 15. This Agreement is the result of negotiations by and between the parties. Although it has been drafted by the Prescott City Attorney, it is the result of negotiations between the parties. Therefore, any ambiguity in this Agreement is not to be construed against either party. 16. This Agreement shall be construed under the laws of the State of Arizona. 17. All work products of the Service Provider for this Project are instruments of service for this Project only and shall remain the property of the City whether the Project is completed or not. All plans, drawings, specifications, data maps, studies and other information, including all copies thereof, furnished by the City shall remain the property of the City. They are not to be used on other work, and, with the exception of this Agreement, are to be returned to the City on request or at the completion of the work. 18. The parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the parties hereto waives any right to a trial by jury. In the event of litigation, the parties hereby agree to submit to a trial before the Court. The Service Provider further agrees that this provision shall be contained in all sub-contracts related to the project, which is the subject of this Agreement. 19. The parties hereto expressly covenant and agree that in the event of litigation arising from this Agreement, neither party shall be entitled to an award of attorney fees, either pursuant to the Agreement, pursuant to A.R.S. Section 12-341.01(A) and (B), or pursuant to any other state or federal statute, court rule, case law or common law. The Service Provider further agrees that this provision shall be contained in all sub-contracts related to the project, which is the subject of this Agreement. Professional Services Agreement 3