Professional Services Agreement - Colette Holt and Associates - MBE WBE Purchasing Disparity Study

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WHEREAS, the Provider is duly qualified to provide the M/WBE/DBE/SBE disparity study services set forth in attached Exhibit A (the "Services"); and WHEREAS, the City believes that the actions contemplated by this Agreement are in the best interests of the health, safety, and welfare of the City and its residents. NOW THEREFORE, for and in consideration of the mutual covenants and promises contained herein, the City and the Provider hereby agree as follows: 1. Contract Amount and Term. The Provider will provide the Services in accordance with the terms of Exhibit A for the period commencing on the Effective Date of this Agreement and ending on June 30, 2019 (the "Services Term"). In accordance with the terms and conditions of this Agreement, the City will expend an amount not to exceed Two Hundred and Seventy -Five Thousand Dollars ($275,000.00) (the "Contract Amount") for the Provider's performance of the Services during the Services Term. 2. Bud et• Expenses. The Provider will not seek from the City, and the City will not pay to the Provider, any amount in excess of the Contract Amount as compensation for the Provider's performance of the Services or for any costs or expenses related to the Services. 3. Compensation for Services. The Provider will submit a report consistent with constitutional mandates, governing law, and M/WBE/DBE/SBE best practices and shall outline the results of the disparity study and clearly and concisely offer recommendations consistent with the results of the disparity study and governing law. As compensation for the Provider's satisfactory performance of the Services, the City will pay the Contract Amount in full. The City will not be required to pay any Contract Invoice 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. 4. Invoicing., Provider will submit invoices to the City on a monthly basis. The format will be an activity summary for the prior month for each of Provider's team members, employees, or agents working on the project and total hours expended for the Provider's prime consultant. 5. Termination of Agreement. 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. 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. 6. Breach a Contract. The City is entitled to impose sanctions against the Provider for any material breach of this Agreement. Sanctions may include, but are not limited to, suspension of all payments. "Breach" includes, but is not limited to, failure to 9