15 - Professional Services Agreement with North Star Place Branding & Marketing

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V. Term This Contract shall begin on the date first written above and shall terminate when CITY has approved the Project as being final or this Contract is otherwise terminated as provided herein. VI. Contract Termination Provision This Contract may be terminated at any time by either party for any cause by providing the other party fifteen (15) days written notice of such termination. Upon receipt of such notice, CONSULTANT shall immediately terminate working on, placing orders, or entering into contracts for supplies, assistance, facilities or materials in connection with this Contract and shall proceed to promptly cancel all existing contracts insofar as they are related to this Contract. If CITY terminates the Contract prior to delivery of the Project, CITY will remain responsible for payment of all hours involved in the prepration of the Project prior to said termination at a rate of $185.00 per hour. CITY will also be responsible for payment of any outside costs incurred prior to the termination including costs of materials ordered or delivered thereafter if CONSULTANT is unable to halt such delivery. Under no circumstance shall either party be obligated to breach any lawful contractual commitments to third parties. VII. Ownership of Documents In the event either party exercises its right to terminate the Contract, or the Contract terminates by its terms upon acceptance of the Project by CITY, CONTRACTOR shall within fifteen (15) days transfer, assign, and make available to CITY or its representatives, with no restrictions on future use, all property and materials in its possession or control belonging to CITY and paid for by CITY including all materials completed and in progress as of the effective date of the termination. Said materials shall become the sole property of CITY. In the event that the material the subject of this Contract is copyrightable subject matter, the parties agree that for the purposes of the Contract, the material shall be a work made for hire and the property and the property of the CITY. In the event that the material which is the subject of this Contract is not copyrightable subject matter, or is for any reason determined not to be a work made for hire, then in such event CONTRACTOR hereby assigns all right, title, and interest to said material to CITY. CONSULTANT shall have no liability for changes made to any materials or other documents by others subsequent to the completion of the Contract. Professional Services Contract North Star Place Branding & Marketing Page 3 of 13