Professional Services Agreement - Auriel Information Systems Inc. - Processing System for Building Dept

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on November 14, 2017, by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Auriel Information Systems, Inc., an Indiana corporation with its address at 115 N. William Street, Suite P, South Bend, Indiana 46601 (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. 2. Compensation. 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 Twenty -Four Thousand Dollars ($24,000.00) (the "Contract Amount"). The City will pay the Contract Amount to the Provider in each year in which the Contract is renewed as provided herein. The City will pay the Contract Amount in installments upon invoicing by the Provider as described in the Scope of Work (each a "Contract installment"). The City will not be required to pay any Contract Installment if the City is not satisfied with the Provider's performance under this Agreement or any default or breach of this Agreement by the Provider exists, as the City may determine in its sole discretion. 3. Term,• Termination, This Agreement will become effective on January 1, 2018, and will continue until December 31, 2018; provided, however, that this Agreement shall thereafter automatically renew for successive one (l) year terms unless terminated by either Party. Either Party may terminate this Agreement upon delivery of written notice to the other Party no later than August 1. of the year that either Party wishes to be the final year of this Agreement. 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 the Services. 5. Point of Contact. The Contract Administrator identified in Section 10 below will serve as the City's principal point of contact for purposes of this Agreement. 6. Relationship, The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate 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