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8. Audit Requirements. The Provider agrees to make all information available <br />to the Indiana State Board of Accounts, the City's Internal Auditor (as defined below), and <br />the Contract Administrator (as defined in Section 11 below) as requested to comply with <br />any review related to the receipt and use of the Contract Amount and the Provider's <br />performance of the Services. If requested by the City or the Contract Administrator, the <br />Provider shall provide the City a progress report on the Services. If requested by the City <br />or the City's Internal Auditor, the Provider shall arrange for a financial and compliance <br />audit of the Contract Amount to be conducted by an independent public or certified public <br />accountant (or as applicable, the Indiana State Board of Accounts) and in accordance with <br />applicable Indiana State Board of Accounts standards. The City's Internal Auditor shall <br />mean the City Controller or Acting City Controller appointed pursuant to I.C. 36-4-9-6 (the <br />"City Controller") or any person appointed or retained by the City Controller or the City <br />for the purpose of auditing this Agreement or other agreements of the City. <br />9. Conflicts of Interest. The Provider hereby certifies and agrees that no <br />member, officer, or employee of the City, or its designees or agents, and no member of the <br />governing body of the City of South Bend or the Provider (and no one with whom there is <br />a family or business tie) who exercises any functions or responsibilities with respect to the <br />receipt and use of City funds during his or her tenure or for one year thereafter, shall have <br />any financial benefit, direct or indirect, in any contract or subcontract, or the proceeds <br />thereof, for work to be performed in connection with this Agreement or the Services. <br />10. Relationship. The Provider shall at all times be an independent contractor <br />for the performance of the Services rather than an employee of the City, and no act or <br />omission to act by the Provider shall in any way bind or obligate the City. This Agreement <br />is strictly for the benefit of the parties and not for any third -party or person. This <br />Agreement was negotiated by the parties at arm's length and each of the parties hereto has <br />reviewed the Agreement after the opportunity to consult with independent legal counsel. <br />Neither party shall maintain that the language in the Agreement shall be construed against <br />any signatory hereto. The City and the Provider hereby renounce the existence of any form <br />of agency relationship, joint venture, or partnership between the Provider and the City and <br />agree that nothing contained herein or in any document executed in connection herewith <br />shall be construed as creating any such relationship between the City and the Provider. <br />11. Indemnif cation. The Provider hereby agrees to defend, indemnify, and <br />hold harmless the City, its officials, employees, and agents from any and all claims of any <br />nature which arise from the performance by the Provider under this Agreement and from <br />all costs and attorney fees in connection therewith, excepting for claims arising out of the <br />negligence of the City, its officials, directors, employees, and agents. The obligations of <br />the Provider under this Section shall survive the termination of this Agreement. <br />12. Notices. Any notice required or permitted to be delivered hereunder shall <br />be deemed to be delivered, whether or not actually received, when deposited in the United <br />States Postal Service, postage prepaid, registered or certified mail, return receipt requested, <br />addressed to the City or the Provider, as the case may be, at the address set forth below. <br />3 <br />