Professional Services Agreement - Maclovio Cantu IV - Traffic Calming Artwork at Riverside Drive and Hudson Avenue

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AGREEMENT FOR SERVICES This Agreement For Services (this "Agreement") is entered into on April 24, 2018 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Maclovio Cantu IV, a professional artist with an office address at 125 W. Marion St., Apt 311, South Bend, IN 46601 (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 Contractor will provide to the City the services (the "Services") set forth in the Contractor's proposal attached hereto as Exhibit A (the "Proposal"), which Proposal is incorporated herein. In the event of any conflict between the terms of this Agreement and the terms of the Proposal, the terms of this Agreement will prevail. The Contractor 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 Contractor's satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Contractor the fee stated in the Proposal (the "Contract Amount") in accordance with the project budget stated in the Proposal. The City will pay the Contract Amount in installments upon invoicing by the Contractor as set forth in the Proposal (each a "Contract Installment"). The City will not be required to pay any Contract Installment if the City is not satisfied with the Contractor's performance under this Agreement or any default or breach of this Agreement by the Contractor exists, as the City may determine in its sole discretion. The sum of all Contract Installments will not exceed the Contract Amount, and the Contractor will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 3. Term; Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Contractor'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 Contractor, 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 Contractor's performance of any Services after the effective date of termination. 4. Remedies for Breach of Contract. Failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of such breach, the City may suspend all payments to the Contractor and may pursue any and all remedies available at law