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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on December 19, 2019, by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Claremont Graduate University, a California non- profit corporation with its registered address at 150 E. Tenth St., Claremont, California 91711 (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, through the staff of its Drucker Institute, will render to the City the professional services (the "Services") set forth in attached Exhibit A (the "Scope of Work"). In the event of any conflict between the terms of this Agreement and the terms of the Scope of Work, 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. Come pensatiori. 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 One Hundred Fifty Thousand Dollars ($150,000.00) (the "Contract Amount"). The City will pay the Contract Amount upon invoicing by the Provider as set forth in the Scope of Work, provided the City is satisfied with the Provider's performance and work product, as determined in the City's sole discretion. The City will not pay for or reimburse the Provider for any of the Provider's out-of-pocket expenses incurred in connection with rendering the Services. 3. TeTcrniirtation. Unless earlier terminated in accordance with its terms, this Agreement will be effective as of July 1, 2019 and will end upon the Provider's satisfaction of all its 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. The City will not be required to pay any portion of the Contract Amount 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, 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 or in equity. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the Scope of Work.