Professional Services Agreement - Jennifer Settle LLC - Revise City Zoning Ordinance

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This Agreement for Professional Services (this "Agreement") is made effective as of 2018 (the "Effective Date"), by and between the City of SouthBend, Indiana, a rnuni ipal corporation organized and operating under the laws of the State of Indiana, acting by and through its Board of Public Works (the "City"), and Jennifer L. Settle, LLC, a limited liability company organized under the laws of the State of Illinois (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 "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 Compensation. In exchange for the Provider's 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 Sixteen Thousand Dollars ($116,000.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon regular invoicing by the Provider (each a "Contract Installment"). The City will not be required to pay any Contract Installment if the City is not reasonably satisfied with the Provider's performance under this Agreement or any material default or material breach of this Agreement by the Provider exists, as the City may determine in its sole discretion within the duty of reasonableness, good faith, or fair dealing. 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,• Breach of Contract. A. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Provider's completion of all its obligations hereunder and the City's final payment therefor. B. Notwithstanding the foregoing, effective on a date ten (10) days' after delivery of a written tennination notice to the Provider, the City may terminate this Agreement, in whole or in part, 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 deternination 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. However, if the City terminates this Agreement early, City will give Provider ten (10) days' written notice and pay all expenses of Provider incurred under the scope of this Agreement up to the point of the early termination date.