PHI-CivicSpark Partner Match Contract

Home

Page 2 of 21 City shall pay PHI the compensation set forth in Exhibit D - Compensation and Billing, attached hereto and incorporated herein. 4. Term. The term of this Agreement shall commence and PHI's duties and responsibilities under this Agreement shall begin as of the Effective Date and shall continue, as agreed to in the timeline defined in Exhibit F - Term. This Agreement is subject to earlier termination as provided herein, until the services are complete, and all compensation and reimbursable expenses are paid to PHI. 5. Termination. This Agreement may be terminated prior to the end of the Term upon the bankruptcy or insolvency of either party or upon thirty (30) days’ written notice by the terminating party to the non- terminating party. In the event of termination, PHI shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon PHI delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to PHI or prepared by or for PHI or the City in connection with this Agreement. If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate the Agreement by giving written notice to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five days after mailing of notice, whichever occurs first. For purposes of this provision, material breach of this Agreement includes, but is not limited to, the following: (a) City’s failure to pay PHI any compensation due within thirty (30) days after written demand for payment; (b) PHI’s failure to perform the Services as provided in this Agreement, not including a Fellow unable to provide services for the full contract duration and a suitable replacement cannot be provided; (c) City offering employment to the Fellow that is substantially similar to their CivicSpark scope of work, with a start date prior to the service year-end date as described in Exhibit C(1)(j); or (d) either party’s material breach of any representation or agreement contained in this Agreement. 6. Excuse of Performance. PHI's obligation to perform the services specified in this Agreement shall be excused if the performance is prevented or substantially delayed due to circumstances not caused, in whole or in part, by PHI, including any such circumstances caused by City. 7. Independent Contractor. It is the express intention of the Parties that PHI is an independent contractor and not an employee, agent, joint ventures, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between City and PHI, and its affiliates, parent organizations or subsidiaries, or any employee or agent of PHI. Except as City may specify in writing, PHI shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. PHI shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Both Parties acknowledge that PHI may retain the services of others to assist it but that such persons as Fellows and PHI’s employees are not City employees for any purpose. PHI further agrees that it shall be exclusively responsible for payment of compensation and benefits to any Fellow and PHI employee it retains and shall be liable for all taxes required to be reported and remitted to appropriate tax authorities. 8. Insurance. PHI agrees to maintain, at its own cost and expense, the following types and amounts of Docusign Envelope ID: F2A4CF88-30DD-4B58-ABA8-2CEC99F94209