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AGREEMENT FOR PROFESSIONAL SERVICES <br />'['his Agreement fbrProfessional Set -vices (this -Agreement") is made effective as ofJune <br />||, 2019 (the ^6Keohve Date"), by and between the City of South Bend, Indiana,, an Indiana <br />municipal corporation, acting by and through its Board of Public Works on behalf' of its <br />Dcpuhnleni of Innovation and Technology (the "City"), and South Bend Code Works [[C' an <br />Indiana limited liability company (the "Provider") (each a "'Party" and collectively the "Parties !). <br />For and in consideration Of'thC 111LItUal covenants and promises contained herein, the Parties <br />agree as follows: <br />|� . The Provide' will provide to the City the professional services (the`^Servioes)actfbrU/indhcProvide''spnopnaa|uttachcdhmetoas (the "Scope o[Wod/l <br />In the eventofun} conflict between the terms ofdlis Agreement and the terms o[the Scope of <br />Work, the termsofthis A�rccnnen<vviU prevail. The Provider will execute Its obligations under <br />this /\,,|ccmcnt in accordance with the prevailing professional standard nfomr� for p �uuis ofsimilar clesian and complexity. <br />2. C|nexchange for the Provider's performance ofthe Services, and <br />subi�c1 iu the 1�lna arid conditions nfdhis Agreement, City will pay the Provider total sum <br />not to exceed T\wenLy-Five Thousand Dollars ($25,000.08) (the '^Contn/otAruoun1"). The City <br />will pay the Contract Amount in montli|, installments as met [bdh in the Scope of Work (each n <br />'^Con1rort (ns1m\|n/cn1`). The City will not be required to pay mContract Installment if the City is <br />not reasonably uudafied with the Provider's performance under this Agreement or any default or <br />breach ofdzim Agreement by, the Provider exists, as [lie City may determine in its sole discretion. <br />Thc sum o[the Contract Installments will not exceed the Contract AmounL und the Provider will <br />notinuororseekn:imbuoorncn{[orunyexpensexinemceusofdheCont,00t/\onoon1. <br />3. On|�sa cor|ierLcnniuuiod in accordance with its terms. this <br />Agreement will commence on the Effiective Date and end upon the Provider's completion of all its <br />obligations hereunder and the CiLy`s final payment therefor. Notwithstanding the fhregoing, <br />effective immediately upon delivery ofuwritten termination notice to the PrnYider, the City may <br />terminate this /\gouemenL in whole or in part, for any reason. if the City determines that such <br />termination is in the best interest of the City. In addition, in accordance with applicable |uvvs, <br />puymonixuncsuNectb`annua|approp,iotion. |fthuCity Contro|ierooakemnwTi%endetermination <br />that funds are not appropriated mrare otherwise unavailable iosupport the continuation of this <br />Agreement, it shall be cancelled. /\ determination by the City Conti -oiler that funds are not <br />appropriated or are otherwise unavailable to support the continuation offierf'ormance shall be final <br />and conclusive. The City will not be n:quiood to pay any Contract |nsiu||mCni or be otherwise <br />liable for any ooaL associated with thr Provider's perfbrmancc o[any Services after the effective <br />clate of termination. <br />4. Remedies for Breach ofCo "The Ponvidc�sfailure (moumpk:Luthe Services <br />inaccordance `pidhthis /\�reenncntv/i||beconyidmredamaterial breach, In the event ofanybreach <br />n[thia /\uroemcn1bythe Provider. the City may suupend all payments to the Provider arid may <br />