Professional Services Agreement - La Casa de Amistad, Inc. - West Side Main Streets Initiative

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AGREEMENT FOR PROFESSIONAL SERVICES This ri" .,..`is g reernent For professional Services (this "Agreement") is entered into on , 2019 (the " E fcctive Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and La Casa De Amistad, Inc., an Indiana non-profit corporation (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 Services"). In the event of any conflict between the terms of this Agreement and the terms of the Scope of Services, 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. C0.117pensation. 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 Twenty -Six Thousand Dollars ($26,000.00) (the "Contract Amount") in accordance with the project budget stated in the Scope of Services. The City will pay the Contract Amount in installments upon invoicing by the Provider in accordance with the schedule described in the Scope of Services (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, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 3. Term- Termnination. Unless earlier terminated in accordance with its terms, this Agreement will commence on March 1, 2019, and end on December 31, 2019. 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. 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. 1