07-09-12 Council Agenda & Packet

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AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SOUTH BEND, INDIANA,. AND TRINAL, INC. (Diversity Compliance Officer) THIS AGREEMENT is made effective the shay ofc_ , 2012 by and between the City of South Bend, Indiana, a municipal corpora on organized and operating under the laws of the State of Indiana, acting by and through its Board of Public Works ( "City") and TRINAL, INC., a For-Profit Foreign Corporation registered to conduct business in Indiana and having its principal place of business at 329 West 18a' Street Suite 401 Chiea Illinois 60616 ("Contractor"). o For and in consideration of the mutual covenants and promises contained herein, the City and Contractor hereby agree as follows: Section 1. Duties of the Contractor. The Contractor shall provide the Services which are more particularly described at Exhibit "A" attached hereto and incorporated herein. The Contractor shall execute its responsibilities by following and applying at all times the highest professional and technical guidelines and standards. Section 2. Consideration. The Contractor will be paid as set forth at Exhibit "A". The total consideration under this Agreement shall not exceed the sums of Sixty-seven Thousand Four Hundred and 00/100 Dollars ($67,400.00) for 2012, Sixty-six Thousand One Hundred Thirty-six and 00/100 Dollars ($66,136.00) for 2013, and Fifty Thousand Seven Hundred Seventy-three and 00/100 Dollars ($50,773.00) for 2014. The grand total consideration under this Agreement shall not exceed the total sum of One Hundred Eighty-four Thousand Three Hundred and Nine 00/100 Dollars ($184,309.00) for the three(3) year period. Any payment that the City may deny or withhold or delay shall not be subject to penalty or interest under Indiana Code § 5-17-5. Section 3. Term (and Renewal Option, if Applicable). This Agreement shall be effective for a period of approximately Thirty (30) months commencing on June 1, 2012, ("Effective Date") and shall end on December 31, 2014 ("Expiration Date"). The Parties may mutually agree in writing to extend the term of this Agreement far an additional period of time after the Expiration Date, subject to the same terms and conditions set forth in this Agreement unless otherwise mutually agreed by the Parties in writing. Section 4. Assignment; Successors. The Contractor shall not assign or subcontract the whole or any part of this Agreement without the prior written consent of the City.