Professional Services Agreement - Angeles Gonzalez - Coordination for Organization and Recruitment for Pathways Program

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available to the Indiana State Board of Accounts, the City's Internal Auditor (as defined below), and the Contract Administrator (as defined in Section I I below) as requested to comply with any review related to the receipt and use of the Contract Amount and the Provider's performance of the Services. If requested by the City or the Contract Administrator, the Provider shall provide the City a progress report on the Services. If requested by the City or the City's Internal Auditor, the Provider shall arrange for a financial and compliance audit of the Contract Amount 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 Accounts standards. The City's Internal Auditor shall mean the City Controller or Acting City Controller appointed pursuant to I.C. 36-4-9-6 (the "City Controller") or any person appointed or retained by the City Controller or the City for the purpose of auditing this Agreement or other agreements of the City. 9. Conflicts of Interest. The Provider 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 the Provider (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 this Agreement or the Services. 10. Relationship. The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. 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 legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Provider. 11. Indemnification. The Provider hereby agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from any and all claims of any nature which arise from the performance by the Provider 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 the Provider under this Section shall survive the termination of this Agreement. 12, Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered, whether or not actually received, when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may be, at the address set 3