Professional Services Agreement - Jones Petrie Rafinski - EPA Mandated Groundwater Investigation Assistance

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proprietary information in strict confidence and trust for the sole benefit of the City and not to disclose, use, copy, publish, summarize, or remove from the City's premises any proprietary information (or remove from the premises any other property of the City) during the term of this Agreement, except: (i) to the extent necessary to carry out the Provider's responsibilities under this Agreement; or (ii) when the information falls within the guidelines of this Agreement. The obligations of the Provider under this section shall survive the termination of this Agreement. 11. Assignment. The Provider shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 12. Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered 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: City: Jones Petrie Rafinski Corp. City of South Bend 325 S. Lafayette Blvd. 227 W. Jefferson Boulevard, Suite 1200 South Bend, IN 46601 South Bend, IN 46601 Attn: R. Joseph Trojan Attn: Corporation Counsel 13. Equal Opportunity; Non -Discrimination, Compliance. The Provider shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. The Provider shall comply with all federal, state, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non- discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions is incorporated herein as if set forth in full, and the Provider certifies that it is in compliance with each such provision and shall remain in compliance through the term of this Agreement. 14. Applicable Law; Severability; Enforceability. This Agreement will be construed and interpreted according to the laws of the State of Indiana. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. 15. Drug -Free Workplace. The Provider hereby agrees to make a good faith effort to provide and maintain a drug -free workplace. The Provider will give written notice to the City within ten (10) days after receiving actual notice that the Provider or an employee of the Provider within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. 4