PSA - Design Services for Salvation Army Roof Repairs – Alliance Architects

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AGREEMENTFOR PROFESSIONALSERVICES This Agreement For Professional Services (this “Agreement”) is entered into on September th 8,2020(the “Effective Date”), by and between the Cityof South Bend, acting by and through its Board of Public Works(the “City”),andAlliance Architects, a corporation with its Principal place of business located at 929 Lincolnway East, Suite 200,South Bend,Indiana(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 Providerwillprovide to the Citythe 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 satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the Citywill pay the Provider the Program Fee stated in the Proposal(the “Contract Amount”)in accordance with the project budget stated in the Proposal.The Citywill pay the Contract Amount in installments upon invoicing by the Provideras set forthin the Proposal(each a “Contract Installment”). The City will not be required to pay any Contract Installment if the Cityis not satisfied with the Provider’s performance under this Agreement or any default or breach ofthis Agreement by the Provider exists, as the Citymay determine in its solediscretion. 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.Term; Termination.Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and 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 Citymay terminate this Agreement, in whole or in part, for any reason, if the Citydetermines 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 Citymakes a written determination that funds are not appropriated or are otherwise unavailable to supportthe continuation of this Agreement, it shall be cancelled. A determination by the Citythat funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. The Citywill notbe required to pay any Contract Installment orbeotherwise liable for any cost associated with the Provider’s performance of any Servicesafter the effective date of termination. 4.Remedies for Breach of Contract. Failure to complete the Servicesin accordance with this Agreement willbe considered a material breach. In the event of such breach,the City may suspend all paymentsto the Provider and may pursue any and all remedies available at law 1