Professional Services Agreement - Pathfinders Advertising and Marketing Group Inc - Redesign of southbendin.gov

Home Browse Search

AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on January 23, 2018 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Pathfinders Advertising and Marketing Group Inc., an Indiana corporation with its registered office at 1250 Park Place, Mishawaka, Indiana 46545 (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; I. 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 teens 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 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 Forty Thousand Dollars ($40,000.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon invoicing by the Provider as set forth in the Scope of Work (each a "Contract Installment"). 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. Tenn; 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 other Party, either Party may terminate this Agreement, in whole or in part, for any reason. In addition, in accordance with Ind. Code 6-1.1-18, payments are subject to 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, provided that payment is made to the Provider for all services already rendered to the City by the Provider in accordance with the terms of the Scope of Work. 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. The City will not be required to pay any Contract Installment, except for payment in the amount to cover services already rendered to the City by the Provider in accordance with the terms of the Scope of Work, or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. 4. Remedies for Breach of Contract. In the event of any breach of this Agreement by either Party, the non -defaulting Party may pursue any and all remedies available to such Party at law or in equity. The Provider's failure to complete the Services in accordance with this Agreement will be considered a material breach, and the City will not be obligated to pay for any