Agreement - Transpo - Bus Shelters

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7. Audit Requirements. Transpo agrees to make all information available to the Indiana State Board of Accounts and the Controller as requested to comply with any audit related to the receipt and use of the Funds and Transpo's performance in connection therewith. If requested by the City, Transpo shall provide the City a progress report on the acquisition and installation of the Bus Shelters and the Technology Initiative. If requested by the City, Transpo shall arrange for a financial and compliance audit of the Funds to be conducted by an independent public or certified public accountant (or as applicable, the Indiana State Board of Accounts) and in accordance with applicable Indiana State Board of Account standards. 8. Inden2nifcation. Transpo hereby agrees to defend, indemnify, and hold harmless the City, its officials, directors, employees, and agents from any and all claims of any nature which arise from the performance by Transpo under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The obligations of Transpo under this paragraph 8 shall survive the termination or expiration of this Agreement. 9. Conflicts of Interest. Transpo hereby certifies and agrees that no member, officer, or employee of the City, or its designees or agents, and no member of the governing body of the City of South Bend or Transpo (and no one with whom there is a family or business tie) who exercises any functions or responsibilities with respect to the receipt and use of city funds during his or her tenure or for one year thereafter, shall have any financial benefit, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Contribution. 10. Relationship. This Agreement is strictly for the benefit of the parties and not for any third -party or person. This Agreement was negotiated by the parties at arm's length and each of the parties hereto has reviewed the agreement after the opportunity to consult with independent counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. 11. Assi n�. Transpo shall not assign whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 12. Compliance with Laws. Transpo shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby are hereby incorporated herein by reference. The enactment of any state or federal statute or the promulgation of any rules or regulation subsequent to execution of this Agreement shall be reviewed by the City and Transpo to determine whether the provisions of this Agreement shall require formal modification. 13. Indiana Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. 3