PSA - Zimmerman-Volk Associates, Inc. - Housing Market Study

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on September 26, 2017 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and ZimmcimanNolk Associates, Inc., a New Jersey corporation with its address at P.O. Box 4907, Clinton, New Jersey 08809 (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 (the "Services") set forth in the Provider's proposal attached hereto as Exhibit A (the "Scope of Work"). In the event of any conflict between the terms of this Agreement and the terms of the Scope of Work, 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 for projects of similar design and complexity. 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 Forty -Five Thousand Dollars ($45,000.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon invoicing by the Provider as described in the Scope of Work (each a "Contract Installment"). The City will not be required to pay any Contract Installment 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 Installments will not exceed the Contract Amount. 3. Expenses. Upon invoicing, supported by adequate documentation of the Provider's data, travel, and lodging expenses incurred in connection with rendering the Services (as described in the Scope of Work), the City will reimburse the Provider for its expenses in an amount not to exceed Three Thousand Dollars ($3,000.00) (the "Pre -Approved Expense Cap"). The City will reimburse the Provider for expenses in excess of the Pre -Approved Expense Cap, upon invoicing and adequate documentation, only if the Provider first obtained the Contract Administrator's written approval before incurring such expenses. 4. Term; Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Provider's satisfaction of all its obligations hereunder and the City's final payment therefor. Notwithstanding the foregoing, 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. In addition, in accordance with Ind. Code 6-1.1-18, payments are subject to appropriation by 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 1