Professional Services Agreement - La Casa de Amistad, Inc. - West Side Main Streets Initiative

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5. Performance. Provider shall strive to ensure that its performance under this Agreement complies with the expectations identified in the Scope of Services. The City may, at any time, provide written notice to Provider of any concern regarding Provider's performance under the Scope of Services. If any such notice is delivered to Provider, Provider shall take reasonable steps to perform under the Scope of Services. 6. Point of Contact. The City employee identified in Section 10 below will serve as the City's principal point of contact for purposes of this Agreement. 7. Rclatiotishin. 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. No employee of the Provider will be considered or deemed to be an employee of 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. 8. Indenunfflication of -City. 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. 9. Work Product; Qwn�. The Provider will submit its work product to the City in accordance with the terms of the Scope of Services. Any and all work product submitted by the Provider to the City as part of the Provider's performance of the Services will become the exclusive property of the City, and the City will have the right to use and reproduce copies of the Provider's work product as the City determines in its sole discretion without compensation to the Provider except the compensation expressly provided for in this Agreement. 10. 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: La Casa de Amistad, Inc. 746 S. Meade Street South Bend, IN 46619 City: Department of Community Investment City of South Bend 227 W. Jefferson Boulevard, Suite 1400S 2