PSA - Groundwater Remedy and Quarterly Sampling Plan - Oliver Industrial Park - Hull and Assoc.

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on August 11, 2016 (the "Effective Date"), by and between the City of South Bend, Indiana, acting by and through its Board of Public Works ("City"), and Hull & Associates, Inc., an Ohio corporation with its registered office address at 6397 Emerald Parkway, Suite 200, Dublin, Ohio 43016 (the "Provider") (each a "Party" and collectively the "Parties"). For and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1. Services. The Provider will provide to the City the professional services set forth in the Provider's proposal attached hereto as Exhibit A (the "Services"). In the event of any conflict between the terms of this Agreement and the terms of Exhibit A, the terms of this Agreement will prevail. The Provider will execute its obligations under this Agreement in accordance with the prevailing professional standard of care ordinarily exercised under similar conditions by reputable members of its profession practicing in the same or similar locality at the time of service. 2. Compensation. In exchange for the Provider's satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider a total sum not to exceed Four Hundred Ninety -One Thousand One Hundred Sixty Dollars ($491,160) (the "Contract Amount"). The City will pay the Provider for services rendered upon invoicing by the Provider in four -week increments (each a "Contract Payment"). The City will not be required to make any Contract Payment if the City is not satisfied with the Provider's performance under this Agreement or any default or breach of this Agreement by the Provider exists, as the City may determine in its sole discretion. The sum of all Contract Payments will not exceed the Contract Amount. 3. Additional Work. Notwithstanding anything in Exhibit A to the contrary, the Provider will undertake no additional work beyond the Services without first obtaining the City's written approval of such additional work and specific compensation therefor. 4. Term; Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date stated above and end on March 31, 2019 (the "Expiration Date"). Effective immediately upon delivery of a written termination notice to the Provider, the City may terminate this Agreement, in whole or in part, for any reason, if the City determines that such termination is in the best interest of the City. If the City makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City that funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. The City will not be required to make any Contract Payment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. 5. Remedies for Breach of Contract. Failure to complete the Services in accordance 1