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7. Relationslaa. The Provider shall at all times be an independent contractor for all <br />services performed and goods supplied rather than an employee of the City, and no act or omission <br />to act by the Provider shall in any way bind or obligate the City. This Agreement is strictly for the <br />benefit of the Parties and not for any third party or person. This Agreement was negotiated by the <br />Parties at arm's length and each of the parties hereto has reviewed the Agreement after the <br />opportunity to consult with independent legal counsel. Neither party shall maintain that the <br />language in the Agreement shall be construed against any signatory hereto. The City and the <br />Provider hereby renounce the existence of any form of agency relationship, joint venture, or <br />partnership between the Provider and the City and agree that nothing contained herein or in any <br />document executed in connection herewith shall be construed as creating any such relationship <br />between the City and the Provider. <br />8. idemiiilicatioia 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 />9. Assiaiinient. 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 />10. 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 />Sentinel Emergency Solutions, LLC City of South Bend <br />23 Grandview Park 1045 W. Sample Street <br />Arnold, MO 63010 South Bend, IN 46619 <br />Attn: Attn: <br />11. Eclual Oimortti onmm Discrimir atiow Co► pl.,iarlce. 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 <br />government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new <br />employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions <br />is incorporated herein as if set forth in full, and the Provider certifies that it is in compliance with <br />each such provision and shall remain in compliance through the term of this Agreement. <br />12. Dru g l -ce Work lace. The Provider hereby agrees to make a good faith effort to <br />provide and maintain a drug -free workplace. The Provider will give written notice to the City <br />2 <br />