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

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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 forth below. Provider: Cam: Colette Holt & Associates Christina Brooks (the"Contract Administrator") 3350 Brunell Drive. Office of the Mayor Oakland, CA 94602 227 W. Jefferson Boulevard, Suite 1400 South Bend, IN 46601 13. Equal.Opportunity. The Provider shall comply with federal, state, and local law in its hiring and employment practices and policies for any activity covered by this Agreement. 14, Entire Agreement and Amendment; Applicable Law. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. This Agreement may be amended only by separate writing, approved by authorized representatives of both the Provider and the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana. 15. SeverabiliM If any provision of this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 16. Ass_ shmment. The Provider shaiI not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the Board of Public Works of the City. I Z Non -Collusion. The undersigned attests, subject to the penalties of perjury, that she is the Provider and that she has not entered into or offered to enter into any combination, collusion, or agreement to receive or pay, and that she has not received or paid, any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face hereof. The Provider agrees that she will execute 2