Professional Services Agreement - Elizabeth Inks - Services for Dynamics 365 and ERP Platform

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on May 14, 2019 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Elizabeth Inks, an Indiana resident (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 statement of work attached hereto as Exhibit, A (the "SOW"), which SOW is incorporated herein. In the event of any conflict between the terms of this Agreement and the terms of the SOW, the terms of this Agreement will prevail. The Provider will execute her 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 Provider's satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider the hourly fees stated in the SOW in a total amount not to exceed Thirty -Seven Thousand Five Hundred Dollars ($37,500.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon invoicing by the Provider as set forth in the SOW (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.; Termination. Unless earlier terminated in accordance with its terms, this Agreement will end upon the Provider's satisfaction of all her 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. In the event of early termination, the City will compensate the Provider for work satisfactorily performed prior to the City's delivery of a termination notice, but 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 City's delivery of a termination notice. 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 Provider and may pursue any and all remedies available at law