Professional Services Agreement - Research Foundation of City University of NY - Group Violence Intervention

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documents upon request or upon completion of the Project. Said documents may be used by the City or others in connection with the Project and shall be free from claims of infringement. The Board hereby designates the Chief Technology Officer or his designee to serve on behalf of the Board as the Consultant's principal point of contact for purposes of this Agreement. The Chief Technology Officer or his designee will be responsible for the provision of relevant information to the Consultant concerning the Project and the Services to be rendered by the Consultant in connection with the Project. Section 3. Consideration. The Consultant will be paid within Forty -Five (45) days of the City's receipt of an invoice and in annual installments of approximately Twenty -Seven Thousand Dollars ($27,000.00) during the first contract year and Twenty -Three Thousand Dollars ($23,000.00) during the second contract year. The total consideration under this Agreement shall not exceed the sum of Fifty Thousand Dollars ($50,000.00). The City will not be required to pay any invoice if the City is not reasonably satisfied with the Consultant's performance under this Agreement or any default or breach of this Agreement by the Consultant exists. Any payment that the City may deny or withhold or delay shall not be subject to penalty or interest under Indiana Code § 5-17-5. Section 4. Funding Cancellation and Payments. In accordance with I.C. 36-1-12.5- 5(d)(4), payments by the City are subject to annual appropriation by its fiscal body. When the City makes a written determination that funds are not appropriated or otherwise available to support continued performance of this Agreement, this Agreement shall be cancelled. A determination by the City that funds are not appropriated or otherwise available to support continuation of the performance shall be final and conclusive Section 5. Term and Renewal Option. This Agreement shall be effective for a period of Twenty -Four (24) months commencing on May 10, 2019 ("Effective Date") and shall end no later than May 9, 2021 ("Expiration Date"). Section 6. Relationship/Independent Contractor. Both Parties, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one Party shall not be deemed or construed to be the employee(s) or agent(s) of the other Party for any purpose whatsoever. Neither Party will assume liability for any injury (including death) to any person(s), or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other Party. Section 7. Assignment; Successors. The Consultant shall not assign or subcontract the whole or any part of this Agreement to any other person or entity without the prior written consent of the City. Section 8. Confidentiality. The Parties acknowledge that the Indiana Access to Public Records Act applies to information shared pursuant to this Agreement.