PSA - Perform a Study of the Potential Benefits to Deploy the BLU-X Treatment Discovery Project for SB WWTP - EmNet LLC

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on May 12, 2020 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and EMNET LLC, a limited liability company with its Principal place of business located at 121 S. Niles Avenue, South Bend, Indiana 46617 (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 will provide to the City the professional services (the "Services") set forth in the Provider's proposal attached hereto as Exhibit A (the "Proposal"), which Proposal is incorporated herein. In the event of any conflict between the terms of this Agreement and the terms of the Proposal, 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. Compensation. In exchange for the Provider's performance of the Services in conformance with terms set forth in Exhibit A, and subject to the terms and conditions of this Agreement, the City will pay the Provider the Program Fee stated in the Proposal (the "Contract Amount") in accordance with the project budget stated in the Proposal. The City will pay the Contract Amount in installments upon invoicing by the Provider as set forth in the Proposal (each a "Contract Installment"). The City will not be required to pay any Contract Installment if the Provider's performance under this Agreement does not conform with the scope of service and schedule set forth in Exhibit A or any default or breach of this Agreement by the Provider exists. The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 3. Performance; Term and Termination. Unless earlier terminated in accordance with its terms, performance under this Agreement will commence within two (2) weeks of the Effective Date and Provider receipt of the Notice to Proceed ("NTP"); and end the earlier of the completion of the Provider's service under this Agreement or eight week from receipt of the NTP. 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 6-1.1-18-4, payments are subject to annual 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. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Provider under this contract shall at the option of the City become its property, and the Provider shall be entitled to receive just and equitable compensation for work completed in accordance with Exhibit A on such documents and other materials. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the