Professional Services Agreement - Request for Qualifications Agreement for Print Shop Services Awarded - Kill-N-Em, Inc. dba Carothers Printing

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on , 2019 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Kill-N-Em, Inc. d.b.a. Carothers Printing Company, an Indiana corporation (the "Company") (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 Company will provide to the City the professional services (the "Services") set forth in the statement of work attached hereto as Exhibit A, (the "SOW"), which SOW is incorporated herein. In the event of any conflict between the terms of this Agreement and the terms of the SOW, the terms of this Agreement will prevail. The Company will execute its duties and obligations under this Agreement in accordance with the prevailing professional standard of care for projects of similar design and complexity. 2. Comr)ensation. In exchange for the Company's satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Company the fees stated in the pricing schedule attached hereto as Exhibit B (the "Pricing Schedule") pursuant to the City's use of specific Services. Company must submit City a detailed invoice which sets forth the amount of materials used, the type of material used and the cost for each material used. The City will pay the invoice within forty-five (45) days of invoice receipt unless discrepancies exist on the invoice. 3. "I"ern; Termination. This Agreement shall be effective starting January 1, 2020 and remain in effect until December 31, 2021. This Agreement shall be renewable pursuant to mutual agreement amongst the parties hereto, as evidenced in writing, for no more than two (2) renewals not to exceed two (2) years per renewal. in accordance with its terms, this Agreement will end upon the Company's satisfaction of all her obligations hereunder and the City's final payment therefor. Notwithstanding the foregoing, effective immediately upon delivery of a written termination notice to the Company, 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 upon thirty (30) day written notice. 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. 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. In the event of early termination, the City will compensate the Company for work satisfactorily performed prior to the City's delivery of a termination notice. 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 Company and may pursue any and all remedies available at law or in equity. 1