Agreement - 466 Works Community Development Corp Inc - Pilot Housing Subsidy Program

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8. r edit &�r tt. The Organization agrees to make all information available to the Indiana State Board of Accounts, the City Controller, and the Contract Administrator as requested to comply with any audit related to the receipt and use of the Contract Amount and the Organization's performance in delivering the Program in accordance with the provisions of this Agreement or the timelines set forth on the agreed schedule. If requested by the City or the City Controller, the Organization 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 Account standards. 9. Conflicts of' Inte es„ . The Organization 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 or the Organization (and no one with whom there is a family or business tic) 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 the Program. To the extent the Program involves the awarding of a contract or grant, the Organization shall not award the same to a person or entity that creates a conflict of interest described in Indiana Code § 5-16-11-5.5. 10. Relationship. The Organization shall at all times be an independent contractor for the performance of the Program rather than an employee of the City, and no act, action, or omission to act by the Organization 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 and had the opportunity to consult with independent counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Organization hereby renounce the existence of any form of agency relationship, joint venture or partnership between them and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between them. 11. L1y( raarrt: r (L1i0 i t!LQ1'y. The Organization hereby agrees to indemnify, defend, and hold harmless the City and its officials, employees, and agents, from any and all claims of any nature which arise from the performance by the Organization under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the City or its officials, directors, employees, or agents. The obligations of the Organization under this section shall survive the termination of this Agreement. 12. �Issjgntnenl. The Organization 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. 4