55-19 Exhibit - Phillips Preiss to Assist Planning Board with Re-Examination Master Plan.pdf

hourly billing rates, as specified in paragraph 8 prior to commencement of services. The hourly billing rates set forth in paragraph 8 shall remain in effect for a period of twelve (12) months from the above date. 10. Indemnification. Phillips Preiss agrees, subject to the provisions herein, to indemnify and hold the Client harmless from any damage, liability or cost to the extent caused solely by Phillips Preiss's negli- gent acts, errors or omissions in the performance of professional services under this Agreement. The Client agrees to indemnify and hold Phillips Preiss harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the Client's negligent or intentional acts, errors or omissions and those of his or her employees, agents, contractors, subcontractors or consultants or otherwise employed or retained by the Client's employees, agents, contractors or subcontractors. Phillips Preiss is not obligated to indemnify the Client for the Client's own negligence or intentional acts. 11. Ownership and Reuse of Documents. All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by Phillips Preiss pursuant to this Agreement (“Documents”) are and remain the property of Phillips Preiss as instruments of service with respect to this Agreement. The documents are not intended or represented to be suitable for reuse by the Client or others on extensions of this project or on any other project. Any reuse of the documents without the written approval by Phillips Preiss will be at the Client's sole risk and without liability or legal exposure to Phillips Preiss. The Client shall indemnify, defend and hold harmless Phillips Preiss from and against any claims, damages or losses, including attorneys' fees and costs, arising out of or resulting therefrom. Phillips Preiss grants to the Client and only the Client a non-exclusive, non-assignable and non- transferable license to reproduce, distribute and display the documents, to the extent necessary, for the Client to undertake a project and/or perform other acts that are all collectively required to under- take the project. Phillips Preiss shall retain all

ts, to the extent necessary, for the Client to undertake a project and/or perform other acts that are all collectively required to under- take the project. Phillips Preiss shall retain all common law, statutory and other reserved rights to the documents, including the copyright thereto. Both the Client and Phillips Preiss agree that none of the services or documents provided by Phillips Preiss are “work made for hire” as defined in the Copyright Act. -3-