Professional Services Agreement - Change and Innovation Agency LLC - Employee Process and Improvement Training

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on November 14, 2017 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Change and Innovation Agency, L.L.C., a Missouri limited liability company (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 teens 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. Compensati on; Expenses. 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 Thirty Thousand Dollars ($30,000.00), which sum will include payment of the Provider's hourly fees and the City's reimbursement of the Provider's out-of- pocket expenses (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"). As invoiced to be paid as part of a Contract Installment, the City will reimburse the Provider for the Provider's out-of-pocket expenses, including data, travel, and lodging expenses, incurred in connection with rendering the Services, provided, however, that the Provider must obtain the City's consent before incurring any such expenses and the City will reimburse the Provider only for its expenses in an amount not to exceed Five Thousand Dollars ($5,000.00) (the "Expense Cap"). The Provider will neither incur nor request reimbursement of any expenses in excess of the Expense Cap. The sum of all Contract Installments will not exceed the Contract Amount. 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. 3. 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 conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination.