Professional Services Agreement - South Bend Code Works LLC - Development of City 311 Portal

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Project Assumptions. The project schedule and price in this Statement of Work are based on the following assumptions. Any changes to these assumptions may have an impact on the schedule and/or cost, (a) The Client is able to respond promptly with any needed information, content, or approvals. (b) The Scope of Work does not change. (c) Payment is on time. Payment Schedule. Payment schedule is outlined in the document above under "Payment Schedule". Additional Costs. The project pricing includes Code Works' fee only, Any and all outside costs including, but not limited to, printing costs, photography and/or artwork licenses, and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Statement of Work. Change Requests. The Client may request changes to any of the deliverables during the approval periods. Once the final deliverable has been approved, any changes requested thereafter will be evaluated by Code Works and may require an additional scope of work. Changes Outside of Scope. Unless otherwise provided in the Statement of Work, any changes requested by Client which are outside the scope of work will be considered as a separate project with an additional charge, despite any maximum budget, contract price or final price identified. Code Works will notify Client if a requested change is outside the scope of work. Code Works may extend or modify any deadlines as may be required by such Changes. Extensive Changes. If Client requests an extensive amount of changes that amount to a complete revision, Code Works is entitled to submit a new and separate Statement of Work to Client for approval. Work shall not begin on the revised services until the new Statement of Work is accepted and signed by Client. Timeliness. Code Works will prioritize performance of the services as identified in the Statement of Work and will undertake commercially reasonable efforts to perform the services within the time identified. Client acknowledges responsibility for performing the following in a reasonable and timely manner: (a) approving the deliverables or providing written comments and/or corrections sufficient to identify the Client's concerns, objections or corrections; (b) coordinating any decision -making with parties other than Code Works; (c) providing any client content in a suitable form without further preparation needed from Code Works, unless expressly provided in the Statement of Work; (d) final proofreading of deliverables: in the event that Client approves deliverables but errors, such as misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and (e) ensuring that all information and claims comprising client content are accurate, legal and conform to applicable slandards in Lhe Clieiil's industry. Client acknowledges and agrees that Code Works' ability to meet the deadline is dependent upon Client's prompt completion of responsibilities. Any delays in Client's completion of responsibilities or Client's requests to change the services or deliverables may delay delivery of the deliverables. Any delay caused by Client shall not constitute a breach of Code Works' obligations under this Agreement. Confidential Information. Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Statement of Work.