Professional Services Agreement - Elizabeth Inks - Services for Dynamics 365 and ERP Platform

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or in equity. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the scope of the Services. 5. 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. 6. RclatioqLhip. 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 mutually negotiated and prepared by the Parties at arm's length such that neither Party will be deemed to be the drafter of this Agreement for purposes of applying any presumption against one of the Parties concerning the construction of this Agreement's terms, and each of the Parties hereto has reviewed and approved the form of this Agreement after the opportunity to consult with independent legal counsel. 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. 7. Indennnification 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, except 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. 8. Work Product, Ownership. The Provider will submit her work product to the City in accordance with the terms of this Agreement, and the same will be the exclusive property of the City. 9. As�ent. The Provider shall not assign or subcontract the whole or any part of this Agreement or her obligations hereunder without the prior written consent of the City. 10. 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: City: Elizabeth Inks City of South Bend 1820 Portage Avenue 227 W. Jefferson Boulevard, Suite 1200 N. South Bend, IN 46616 South Bend, IN 46601 Attn: Matt Coats, DFO Project Manager 11. Equal pportunity Non-Disclimination. Con plmancq, The Provider shall comply with all applicable laws and regulations concerning hiring and employment practices and policies 2