Proposal Agreement - Geograph Industries Inc - Howard Park Signage and Wayfinding Agreement

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AGREEMENT FOR GOODS AND SERVICES This Agreement for goods and services (this "Agreement") is entered into on July 251h, 2019 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and GeoGraph Ind, Inc., an Ohio corporation, with its Principal place of business located at 475 Industrial Dr., Harrison, OH 45030 (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. Goo s and 'Services. The Provider will provide to the City the goods and services ("Goods and Services") set forth in the Provider's proposal attached hereto as Exhibit A (the "Proposal"), and subject to Exhibit B (the "Contractor Affidavit"), incorporated herein by reference and attachment. 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. 2. Compensation. In exchange for the Goods and Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider the 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"). 3. If the City, in good faith believes a material default or breach of this agreement by the provider exists, the City will give provider reasonable notice and opportunity to cure or resolve the material default or breach of this agreement before the City withholds payment on a contract installment, consistent with Exhibit "B". The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses (except for taxes as referred to in Exhibit "B") in excess of the Contract Amount. 4. mml" rJ 1 fLpinat on. 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 5 business days 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. 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. if the City terminates the contract, the City agrees to pay for goods and services rendered up to the effective date of termination. The City will not be required to pay for goods Im