Professional Services Agreement - Jones Petrie Rafinski - EPA Mandated Groundwater Investigation Assistance

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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 One Hundred Ninety -Eight Thousand Dollars ($198,000.00) (the "Contract Amount") in accordance with the cost proposal stated in the Scope of Work. The Provider shall prepare detailed, itemized invoices and submit them monthly to the City of South Bend Department of Law. Invoices shall be presented as set forth in the Scope of Work and payments shall be made to the Provider within a reasonable time thereafter. The Provider acknowledges and agrees that invoices will be reviewed and approved by the PRPs prior to payment. The City will not be required to pay any 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. The Provider will not incur or seek reimbursement for any expenses exceeding the Contract Amount without a signed contract change order or similar instrument as outlined in Section 16. 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 mares 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 invoices or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination; provided, however, that the City shall be required to pay for Services performed prior to the effective date of termination. 4. Remedies for Breach of Contract. The Provider's failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of any breach of this Agreement by the Provider, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the scope of the Services. S. Point of Contact. The City employee identified in Section 12 below will serve as the City's principal point of contact for purposes of this Agreement. 6. Relationship. The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. No employee of the Provider will be considered or deemed to be an employee of the City. This Agreement is strictly for the benefit of the Parties and not for any third party or person. This Agreement was negotiated by the Parties at arm's length and each of the Parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither Party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby 2