PSA - Design Services for the Olive Street Station Roof Repairs – Jones Petrie Rafinski

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or in equity. The Provider shall repay to the Cityany portion of the Contract Amount expended for matters not within the scope of the Services. 5.Point of Contact. The City employeeidentified in Section 9below will serve as the City’s principal point of contact for purposes of this Agreement. 6.Relationship.The Provider shall at all times be an independent contractor for the performance of the Servicesrather than an employeeof the City, and no actor 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 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 Cityand the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Providerand the Cityand agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the Cityand the Provider. 7.Indemnification 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. 8.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. 9.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 Cityor the Provider, as the case may be, at the address set forth below. Provider: City: Jones Petrie Rafinski City of South Bend 325 S. Lafayette Blvd. 227 W. Jefferson Blvd., Room 1316 South Bend, IN 46601 South Bend, IN 46601 Attn: Ed Kowalczyk, Sr. Architect Attn: Zach Hurst,Project Manager 10.Equal Opportunity;Non-Discrimination; Compliance. The Provider shall comply with all applicable laws and regulationsin its hiring and employment practices and policies for any activity covered by this Agreement. The Provider shall comply with all state, federal, 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 2