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14. This Agreement shall be construed under the laws of the State of Arizona.
<br /> 15. All work products of the Professional for this Project are instruments of service for this Project only
<br /> and shall remain the property of the City whether the Project is completed or not. All plans,
<br /> drawings, specifications, data maps, studies and other information, including all copies thereof,
<br /> furnished by the City shall remain the property of the City. They are not to be used on other work,
<br /> and, with the exception of this Agreement, are to be returned to the City upon request or at the
<br /> completion of the work.
<br /> 16. The parties hereto expressly covenant and agree that in the event of a dispute arising from this
<br /> Agreement, each of the parties hereto waives any right to a trial by jury. In the event of litigation,the
<br /> parties hereby agree to submit to a trial before the Court. The Professional further agrees that this
<br /> provision shall be contained in all sub-contracts related to the project, which is the subject of this
<br /> Agreement.
<br /> 17. The parties hereto expressly covenant and agree that in the event of litigation arising from this
<br /> Agreement, neither party shall be entitled to an award of attorney fees, either pursuant to the
<br /> Agreement, pursuant to A.R.S. Section 12-341.01(A) and (B), or pursuant to any other state or
<br /> federal statute, court rule, case law or common law. The Professional further agrees that this
<br /> provision shall be contained in all sub-contracts related to the project, which is the subject of this
<br /> Agreement.
<br /> 18. This Agreement represents the entire and integrated Agreement between the City and the
<br /> Professional and supersedes all prior negotiations, representations or agreements, either written or
<br /> oral. This Agreement may be amended only by written instrument signed by both the City and the
<br /> Professional. Written and signed amendments shall automatically become part of the Agreement,
<br /> and shall supersede any inconsistent provision therein; provided, however, that any apparent
<br /> inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary
<br /> • and supplementary.
<br /> 19. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the
<br /> remaining provisions shall be valid and binding upon the parties. One or more waivers by either
<br /> party of any provision, term, condition or covenant shall not be construed by the other party as a
<br /> waiver of a subsequent breach of the same by the other party.
<br /> 20. The Professional hereby agrees to indemnify and hold harmless the City, its departments and
<br /> divisions, its employees and agents, from any and all claims, liabilities, expenses or lawsuits as a
<br /> result of the Professional's negligent acts, errors, or omissions, pursuant to this Agreement, except to
<br /> the extent said claims, liabilities, expenses or lawsuits arise by the negligent acts or omissions of the
<br /> • City or his/her agents. The Professional further releases and discharges the City, its departments and
<br /> divisions, its agents and employees, and any and all persons legally responsible for the acts or
<br /> omissions of the City, from any and all claims which the Professional has or may have against the
<br /> City, its agents or employees, arising out of or in any way connected with the Professional's
<br /> activities as set forth below, other than those acts which occur due to the negligence of the City, its
<br /> employees or agents.
<br /> 21. No oral order, objection, claim or notice by any party to the other shall affect or modify any of the
<br /> terms or obligations contained in this Agreement, and none of the provisions of this Agreement shall
<br /> be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed
<br /> waiver or modification thereof in writing. No evidence of modification or waiver other than
<br /> evidence of any such written notice, waiver or modification shall be introduced in any proceeding.
<br /> 22. (A) Changes in Work: The City, without invalidating the Contract, may order extra work, make
<br /> changes by altering, or delete any portion of the work as specified herein, or as deemed necessary or
<br /> desirable by the Field and Facilities Services Director. All such work shall be executed under the
<br /> Nod
<br /> Professional Services Agreement
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