Professional Services Agreement - Request for Qualifications Agreement for Print Shop Services Awarded - Kill-N-Em, Inc. dba Carothers Printing

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for any activity covered by this Agreement. The Company shall comply with all state, federal, and municipal laws, regulations, and standards applicable to her 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 Company certifies that she is in compliance with each such provision and shall remain in compliance through the term of this Agreement. 12. Contractor's Affidavit. The Company agrees, as a condition precedent to the effectiveness of this Agreement, that she will execute and submit to the City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit C. 13. I?1 ggJ,ree WgTk 1Lacp. The Company hereby agrees to make a good faith effort to provide and maintain a drug -free workplace. The Company will give written notice to the City within ten (10) days after receiving actual notice that the Company or an employee of the Company within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. 14. Entire A Bement-, Amendment; App icabl 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 understandings of any and every nature between them. This Agreement may be amended only by separate writing, signed by the Company and an authorized representative of the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana, and any dispute arising out of this Agreement or otherwise concerning the Company's rendering of the Services will be resolved in the courts located in St. Joseph County, Indiana, unless the Parties mutually agree to a different method of dispute resolution. 15. Severabilit. All provisions of this Agreement shall be considered as separate terms and conditions, and in the event any one shall be held illegal, invalid, or unenforceable, all the other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid, or unenforceable is a material provision of this Agreement, in which case the Company and the City agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 16. Force Mag=ur . The Company shall not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond the Company's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, or labor disputes. [Signature page follows.] 3