WS - C - NaviRetail Proposal

PROFESSIONAL SERVICES AGREEMENT This contract (“Agreement”) is entered into as of the date this Agreement is signed by both parties (“Effective Date”), between the City of Tiffin (“the Client”), and NaviRetail Inc., a Mississippi Corporation (“the Contractor”) (each a “Party” and collectively “Parties”), acting through their authorized representatives. WHEREAS, the Client wishes to engage the services of the Contractor to assist the Client in their retail recruitment efforts (“the Project”). The Contractor wishes to provide services for Market Analysis and Retail Recruitment Services, as described in this Scope of Work (“the Proposal”). THEREFORE, in exchange for the mutual obligations in this Agreement, and other consideration, the Parties agree as follows: 1. Term of Agreement 1.1 This Agreement commences on the Effective Date and continues through twelve (12) months from Effective Date. 1.2 The Parties may extend the term of this Agreement by mutual agreement in a writing signed by both Parties which specifically states it is extending the term of this Agreement. 2. Services by the Contractor 2.1 The Contractor shall perform the services in connection with the Project as set forth in the Proposal on the schedule set forth in the Proposal. 2.2 The Parties acknowledge and agree that any and all opinions provided by the Contractor in connection with the Proposal represent the professional judgment of the Contractor in accordance with the professional standard of care applicable by law to the services performed hereunder. 2.3 The Contractor shall devote such time as reasonably necessary for the satisfactory performance of the services under this Agreement. Should the Client require additional services not included under this Agreement, the Contractor shall make reasonable effort to provide such additional services within the time schedule without decreasing the effectiveness of the performance of services required under this Agreement and shall be compensated for such additional services as agreed between the Parties. 2.4 The Contractor shall furnish the facilities, equipment and personnel necessary to perform its obligations under this Agreement. 2.5 Except for the obligations and restrictions expressly contained in this Agreement, nothing contained herein shall prohibit the Contractor from rendering services to any other entities during the term of this agreement. 22