PSA - Inspections and Education for Federal Lead Grant - St. Joseph County Health Department

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3. Match. The Provider has agreed to contribute to the required grant match in an amount not to exceed $22,500 of in -kind staff time specific to conduct lead assessments and risk assessments in furtherance of the Program (the "Matching Grant"). 4. cnii� Termination, Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end on December 31, 2020. The Parties may renew this Agreement at the same annualized Contract Amount for the duration of the Program, provided that the City is satisfied with the Provider's performance. 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 applicable laws, payments are subject to annual appropriation. If the City Controller 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 Controller 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 Contract Installment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. 5. l mite es for Breach of Co,mract. The Provider's failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of any breach of this Agreement by the Provider, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity. 6. Rcl tionsLip. The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of or joint venture with the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. No employee of the Provider will be considered or deemed to be an employee of the City. This Agreement is strictly for the benefit of the Parties and not for any third party or person. This Agreement was negotiated by the Parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Provider. 7. hideiiiiii .ication of C` , . The Provider hereby agrees to indemnify, defend, and hold harmless the City and its officials, employees, and agents, from any and all claims of any nature which arise from the performance by the Provider under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the City or its officials, directors, employees, or agents. The obligations of the Provider under this section shall survive the termination of this Agreement. 8. Work Product; Gwriersliip. The Provider will submit its work product to the City