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2 <br />or in equity. The Provider shall repay to the City any portion of the Contract Amount expended <br />for matters not within the scope of the Services. <br />5. Point of Contact. The City employee identified in Section 9 below will serve as the <br />City’s principal point of contact for purposes of this Agreement. <br />6. Relationship. The Provider shall at all times be an independent contractor for the <br />performance of the Services rather than an employee of the City, and no act or omission to act by <br />the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit <br />of the Parties and not for any third party or person. This Agreement was negotiated by the Parties <br />at arm’s length and each of the parties hereto has reviewed the Agreement after the opportunity to <br />consult with independent legal counsel. Neither party shall maintain that the language in the <br />Agreement shall be construed against any signatory hereto. The City and the Provider hereby <br />renounce the existence of any form of agency relationship, joint venture, or partnership between <br />the Provider and the City and agree that nothing contained herein or in any document executed in <br />connection herewith shall be construed as creating any such relationship between the City and the <br />Provider. <br />7. Indemnification of City. The Provider hereby agrees to defend, indemnify, and <br />hold harmless the City, its officials, employees, and agents from any and all claims of any nature <br />which arise from the performance by the Provider under this Agreement and from all costs and <br />attorney fees in connection therewith, excepting for claims arising out of the negligence of the <br />City, its officials, directors, employees, and agents. The obligations of the Provider under this <br />section shall survive the termination of this Agreement. <br />8. Assignment. The Provider shall not assign or subcontract the whole or any part of <br />this Agreement or its obligations hereunder without the prior written consent of the City. <br />9. Notices. Any notice required or permitted to be delivered hereunder shall be <br />deemed to be delivered, whether or not actually received, when deposited in the United States <br />Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to <br />the City or the Provider, as the case may be, at the address set forth below. <br />Provider:City: <br />Kil Architecture / Planning City of South Bend <br />1126 Lincolnway East 227 W. Jefferson Blvd., Room 1316 <br />South Bend, IN 46601 South Bend, IN 46601 <br />Attn: Gregory A. Kil, President Attn: Zach Hurst, Project Manager <br />10. Equal Opportunity; Non-Discrimination; Compliance. The Provider shall comply <br />with all applicable laws and regulations in its hiring and employment practices and policies for <br />any activity covered by this Agreement. The Provider shall comply with all state, federal, and <br />municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement <br />including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non- <br />discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the