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AGREEMENT FOR PROFESSIONAL SERVICES <br />This Agreement For Professional Services (this “Agreement”) is entered into on August 12, 2025 <br />(the “Effective Date”), by and between the City of South Bend, acting by and through its Department of <br />Public Works (the “City”), and Trinity Protection Group, LLC (the “Provider”) an Indiana corporation <br />(each a “Party” and collectively the “Parties”). <br />For and in consideration of the mutual covenants and promises contained herein, the Parties agree <br />as follows: <br />1. Services. The Provider will provide to the City the professional services (the “Services”) <br />set forth in the Scope of Services attached hereto as Exhibit A (the “Scope of Services”). In the event of <br />any conflict between the terms of this Agreement and the terms of the Scope of Services, the terms of this <br />Agreement will prevail. The Provider will execute its obligations under this Agreement in accordance <br />with the prevailing professional standard of care for services of similar scope and complexity. <br />2. Compensation. In exchange for the Provider’s satisfactory performance of the Services, <br />and subject to the terms and conditions of this Agreement, the City will pay the Provider a total sum not <br />to annually exceed Two Hundred and Eighty-Eight Thousand Eight Hundred and Ninety-One Dollars <br />($288,891.00) (the “Contract Amount”) in accordance with the project budget stated in the Scope of <br />Services. The City will pay the Contract Amount in installments within thirty (30) days of an undisputed <br />invoice from the Provider in accordance with the schedule described in the Scope of Services (each a <br />“Contract Installment”). The City will not be required to pay any Contract Installment if the City is not <br />satisfied with the Provider’s performance under this Agreement or any default or breach of this Agreement <br />by the Provider exists, as the City may determine in its sole discretion. The sum of all Contract <br />Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement <br />for any expenses in excess of the Contract Amount. <br />3. Term; Termination. Unless earlier terminated in accordance with its terms, this Agreement <br />will commence on the Effective Date and will end December 31, 2028. Upon written agreement of the <br />Parties, the contract may continue for up to sixty (60) days to allow for continuity of services. <br />Notwithstanding the foregoing, effective immediately upon delivery of a written termination notice to the <br />Provider, the City may terminate this Agreement, in whole or in part, for any reason, if the City determines <br />that such termination is in the best interest of the City. In addition, in accordance with Ind. Code 6-1.1- <br />18, payments are subject to appropriation by the City. If the City makes a written determination that funds <br />are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall <br />be cancelled. A determination by the City that funds are not appropriated or are otherwise unavailable to <br />support the continuation of performance shall be final and conclusive. The City will not be required to <br />pay any Contract Installment or be otherwise liable for any cost associated with the Provider’s <br />performance of any Services after the effective date of termination. The Provider shall have the right to <br />cancel this Agreement by giving 90 days written notice to the City. <br />4.Remedies for Breach of Contract. The Provider’s failure to complete the Services in <br />accordance with this Agreement will be considered a material breach. In the event of any breach of this <br />Agreement by the Provider, the City may suspend all payments to the Provider and may pursue any and