Professional Services Agreement - Colette Holt and Associates - MBE WBE Purchasing Disparity Study

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complete services in this Agreement or taking any action outside the scope of this Agreement. The Provider shall repay any portion of the Contract Amount expended for matters not within the scope of the Services. 7. Maintenance ofRecords, Access to Records. The Provider understands that the City must comply with lawful subpoenas, discovery requests, and records requests made pursuant to Indiana law, such as I.C. 5-14-3-1 et seq. (commonly known as Indiana's Access to Public Records. Act), and may be required to disclose records related to this Agreement or Provider's Services. Within thirty (30) days of the expiration or termination of this Agreement, the Provider shall provide the City with a final accounting of the use and disposition of the Contract Amount by the Provider. 8. Audit Requirements. The Provider agrees to make all information available to the Indiana State Board of Accounts, the City's Internal Auditor (as defined below), and the Contract Administrator (as defined in Section 12 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"). 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. The City acknowledges that its officers and employees are "public servants" within the meaning of I.C. 35-31.5-2-261. The City hereby represents and certifies that it may enter into this Agreement under I.C. 35-44.1-1 et seq. and, to the extent applicable, the City will cause to be prepared any required Uniform Conflict of Interest Disclosure Statement in the form attached hereto as Exhibit B. 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