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HomeMy WebLinkAboutMaster Services Agreement - Government Finance Officers Association of the United States77-z I MASTER SERVICES AGREEMENT This Agreement for Consulting Services (this "Agreement") is entered into as of this 30th day of March, 2017, between the City of South Bend, a municipal corporation, having its offices at 227 W Jefferson Blvd, South Send, IN 46601 (the "Government") and the Government Finance Officers Association of the United States and Canada, an Illinois not -for - profit corporation, having its offices at 203 North LaSalle Street, Suite 2700, Chicago, Illinois 60601 ("Consultant" or "GFOA"). RECITALS WHEREAS, the Government desires to hire Consultant to perform certain services and Consultant is willing to provide such services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: AGREEMENT Y. DEFINMONS A. "Project Manager" shall mean Mike Mucha, GFOA Director, Research and Consulting B. "Contract Administrator" shall mean Rene Casiano. II. TERM This Agreement shall become effective as of the date of this agreement, and shall remain in effect until all Services (as defined below) are performed by Consultant unless sooner terminated as provided in this Agreement. Ili. SERVICES A. General Scope: Consultant shall perform the work and services as described in Exhibit A, which is hereby made a part of this Agreement (all such services and work performed hereunder is collectively referred to herein as the "Services"). B. Standard of Work: The performance of the Services pursuant to the terms of this Agreement shall conform to high professional standards in the field of public finance, Consultant shall use commercially reasonable efforts to formulate opinions and create information upon which the Government may rely, The substance of such opinions and information, however, is not guaranteed by Consultant to be free from omission or errors except insofar as such errors or omissions occur as a result of gross negligence or willful misconduct by Consultant. Governinent Finance Officers Association 1 of 7 C. Compliance with Applicable_ Law: Consultant shall perform the Services under this Agreement in compliance with all applicable laws, ordinances and regulations. D. Location: Consultant shall provide the Services to the Government at one or more locations mutually agreed upon by the Contract Administrator and Project Manager, IV. RELATIONSHIP OF PARTIES A, Independent Contractor: Consultant is an independent contractor and shall not be deemed a partner or agent of or joint venturer with the Government. The employees and agents of Consultant who will be involved in the performance of the Services shall not be deemed the employees or agents of the Government. Neither patty shall have any right, power or authority to create any contract or obligation on behalf of, or binding upon, the other party, without the prior written consent of such other party. B. No Interest: Consultant hereby acknowledges that it (i) has no personal or financial interest in the project requiring the performance of the Services other than the fee it is to receive under this Agreement; (ii) shall not acquire any such interest, direct or indirect, which would conflict in any manner with the performance of the Services hereunder; and (iii) does not and will not employ or engage any person with a personal or financial interest in the project requiring the Services under this Agreement. V. PUBLICATIONS As an educational, nonprofit, professional membership association, Consultant reserves the right to publish non-confidcntial documents describing the results of, or created during, the Services performed under this Agreement. Consultant will not publish any item with the name of the Government without obtaining the prior written consent of the Government. VI. PROPRIETARY ITEMS All work product produced as a result of the Services provided hereunder shall be the property of the Government; however, Consultant's methodologies (e.g., surveys, reference databases) that it has developed before and during this engagement are the, property of Consultant (collectively, and together with any Consultant proprietary assessment tools, the "GFOA Intellectual Property"). In particular, in the course of performance hereunder, Consultant may use (and may authorize the Governtnent's personnel to use) certain GFOA Intellectual Property to assist in engagement completion, The Government shall not have or obtain any right or title to or interest in such GFOA Intellectual Property (or in any modifications or enhancements thereto). Consultant makes no express or implied warranties of any kind regarding the GFOA Intellectual Property. VII, COMPENSATION OF CONSULTANT Government Finance Officers Association 2 of 7 The Consultant shall be paid on the basis of a firm fixed price of $55,125 for the Services. Payment shall be made by the Government to Consultant on the basis of Services and the work product rendered as shown in Exhibit A, following the Government's receipt of an invoice, which invoice shall be due within thirty (30) days of the date thereof (the "Payment Date"). Invoices shall be mailed to: Rene Casiano, Applications Director 227 W Jefferson Blvd,121° Floor IT South Bend, IN 46601 VIII. INSURANCE Consultant agrees to procure and maintain in effect during the term of this Agreement insurance policies in the amount and with the type of coverage shown below: 1. Workers Compensation insurance in the form and amount required by applicable law(s). 2. Commercial General Liability insurance on an "Occurrence Basis" with limits of liability not less than $500,000 per occurrence and/or combined single -limit bodily injury and property damage. 3. Motor Vehicle Liability, including No -Fault coverage, with limits of liability not less than $500,000 per occurrence and/or aggregate combined single limit, personal 'injury, bodily injury and property damage. Coverage shall include all non -owned vehicles, and all hired vehicles. 4. Professional Liability, with limits of liability of $3,000,000 per claim and policy aggregate. IX. INDEMNIFICATION; LIMITATION ON LIABILITY A. Mutual Indemnification: Subject to any limitation set forth below in Clause B, each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") and its respective officers, directors, employees and agents against any and all actions, controversies, demands, suits, proceedings, claims, causes of action, liabilities, losses, costs, interest, penalties, demands, expenses and damages of any kind whatsoever (including reasonable attorneys' fees and costs incurred in connection with the arbitration or resolution of any dispute as set forth herein) (collectively, "Losses") related to or arising, directly or indirectly, from any claims of third parties against an Indemnified Party arising out of the acts or omissions of the Indemnifying Party or any of its employees and/or agents. Govermnent Finance Officers Association 3 of 7 B. Limitation of Liability: Consultant's liability for any matter arising under this Agreement or from any transaction contemplated herein, including without limitation the provision of the Services, shall not exceed the actual amount paid by an insurer as a result of any claim made with respect to such matter under Consultant's insurance policies as set forth in Section VIII (the "Liability Cap"). The Government acknowledges that the Liability Cap is a material term upon which Consultant has relied in entering into this Agreement and that Consultant would not have entered into this Agreement in the absence of such provision, X. ACCEPTANCE AND RELEASE The Government shall be deemed to have accepted all Services in a given Phase and the work product resulting therefrom upon the earlier to occur of: (i) the Government's payment of the invoice received from Consultant in respect of the Services; or (ii) the Payment Date; provided, that prior to such date the Government did not provide written notice to Consultant that it believes Consultant has breached this Agreement. Upon such acceptance, the Government shall be deemed to have released Consultant from any liability resulting from such phase of the Services. XI. DISCLAIMER The Government hereby acknowledges that (i) Consultant is not the software provider or systems integrator, (ii) Consultant's role is to provide information, analysis and advisory services, and (iii) the decision on a software and services vendor is solely that of the Government. Accordingly, the Government agrees that Consultant shall bear no responsibility and shall incur no liability with respect to the performance or provision of the software, hardware, or implementation services. XII. NONDISCRIMINATION The Consultant agrees to comply with the nondiscrimination provisions of all applicable laws and to take affirmative action to assure that applicants are employed and that employees are heated during employment in a mariner that provides equal employment opportunity and tends to eliminate any inequality based upon race, national origin or sex. XIII. TERMINATION OF AGREEMENT AND RIGHTS UPON TERMINATION A. Termination without Cause: Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party. B, Termination for Cause: Either party .may immediately terminate this Agreement in the event that (i) the other party seeps protection under the bankruptcy laws (other than as a creditor) or (ii) any assignment is made for the benefit of creditors or a trustee is appointed for all or any portion of such other party's assets. C. Effect of Termination: If the Services are terminated under this Section XIII, (i) Consultant shall provide to the Government all work product completed through the date of termination, (ii) each party shall return to the other party any and all Confidential Information of the other party and all other information, data, software, documentation or equipment in its possession or control which the other Government Finance Of�cers Association 4 of 7 party has supplied to such party, and (iii) the Government shall pay Consultant all fees charged through the date of termination on a time and materials basis using rates shown in Exhibit A, D. Survival: The provisions of Sections V, VI, VII, IX, X, XI, and X11 , and any definitions provided herein for purposes of aiding in the interpretation of this Agreement, shall survive any termination of this Agreement. XIV. OBLIGATIONS OF THE GOVERNMENT A. The Government agrees to give Consultant access to staff and the Government owned properties as required to perform the Services under the Agreement. B. The Government shall immediately notify Consultant in writing of any defects in the Services upon the Government's actual notice of the same. XV. ASSIGNMENT Neither party may assign or transfer any of its rights or obligations under this Agreement without obtaining the prior written consent of the other party. XVI. DISPUTES In the event of any dispute between the parties arising from this Agreement or the Services provided hereunder, each party shall, prior to seeking judicial resolution of such dispute, escalate the dispute to a senior representative of such party, and such senior representatives shall use good faith efforts to resolve the dispute between them. If such senior representatives are unable to resolve the dispute, such dispute shall then be decided by arbitration pursuant to procedures jointly agreed upon by the Government and Consultant. Consultant and the Government shall make good faith efforts to resolve any and all disputes as quickly as possible. XVII. NOTICE All notices, submissions, consents, and other communications required or permitted under this Agreement shall be in writing and sent via overnight carrier, first class mail, postage prepaid, or transmitted via facsimile or electronically, with confirmation of such transmission, to the Administering Department, care of the Contract Administrator or to the Project Manager, as the case may be, at the address stated in this Agreement or such other address or facsimile number as either party may designate by prior written notice to the other, XVIII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof; supersedes any and all prior agreements, proposals, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written, relating to the subject matter hereof, and shall be binding upon the parties' respective successors and permitted assigns. XIX. AMENDMENTS Government Finance Officers Association 5 of 7 Any modifications to this Agreement shall be made only in writing, signed by the duly authorized representatives of both parties, and a copy shall be attached to the original Agreement. XX. SEVERABII,ITY OF PROVISIONS If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful, or unenforceable, then such part shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law. XXI. CHOICE OF LAW This Agreement shall be construed, governed, and enforced in accordance with the laws of the State of Indiana XXII. INTERPRETATION The headings included in this Agreement are for convenience or reference only, and shall not be considered in the construction hereof. The singular number shall include the plural and vice versa. All uses of the word "including" herein shall, unless otherwise indicated, be interpreted to mean "including, but not limited to." XXM. WAIVER No failure on the part of either party to exercise, and no delay in exercising, any right, power or privilege hereunder operates as a waiver thereof, nor does any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. XXIV. COUNTERPARTS This Agreement may be executed in counterparts, each of which taken together shall constitute one single agreement between the parties. Governinent Finance Officei3 Association 6 of 7 me �5 co I Y n Ik � WF f WR i _ ii �` a® CERTIFICATE OF LIABILITY INSURANCE DATE(MM12122120201YYYY1 15 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AOn Risk services central, Inc. SME IL office 200 East Randolph Chicago IL 60601 USA CONTACT NAME: (IUC No,Exll: (866) 283-1122 (FPAJC No ; (100) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC 1♦ INSURED INSURERA: continental casualty Company 20443 Government Finance officers Association 203 N. Lasalle street Suite 2700 INSURERB: Valley Forge Insurance Co 20508 INSURERC: The Continental Insurance company 35289 Chicago IL 60601-1210 USA INSURERD: Landmark American ins Co 33138 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570060614298 RFVIRinm NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR L€R TYPE OFINSURANCE ADD!, INSD SUBRI WVO POLICY NUMBER POLICY EFF MMfDD1YYYY POLICY EXP MMIDDiYYYY LIMITS C X COMMERCIAL GENERAL LIABILITY 7 EACH OCCURRENCE $1, 000 , 000 CLAMS -MADE OCCUR DAMAGE TO RENT PREMISES Ea occurtence $300,000 NED EXP (Any one person) $15,000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO,JECT LOC GENERAL AGGREGATE $2 , 000, 000 PRODUCTS-COMPlOPAGO $2,000,000 OTHER: A AUTOMOBILE LIABILITY 6020303303 08/01/2015 08/01/2016 COMBINED SINGLE LIMIT Ea accident $1, 000 , 000 BODILY INJURY (Perperson) X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY {Par accident) PROPERTYDAMAGE Per accident HIREDAUTOS NON -OWNED ALTOS A x UMBRELLA LIAB I x OCCUR 6020303320 08/01/2015 08/01/2016 EACH OCCURRENCE $5,000,003 EXCESS LU CLAIMS -MADE AGGREGATE $5,000,006 DED X RETENTIONS10,000 B WORKERS ORKE SCOMRS'APEN YTIONAND YIN EMPLOER ANYPROPRIETORI PARTNER l EXECUTIVE OFFICERIMEMSER EX=OLD7 15 N f A wc620303334 08/01 2015 O8/01/2016 X STATUTE OTH E.L. EACH ACCIDENT $I, 00O,000 E.L. DISEASE -EA EMPLOYEE $1 , 000, 000 (Mandatory in NHI If yes, describe under TT. DISEASE -POLICY LIMIT $l , 000, 000 . DESCRIPTION OF OPERATIONS below ❑ E&O-MPL-Primary LHR752537 claims Made 08/01/2015 08/01/2016 Professional Liab Deductible $3,000,000: $10,0001 i DESCRIPTION OF OPERATIONS !LOCATIONS! VEHICLES (AGGRO 1111, Additional Remarks Schedule, maybe attached if more space is required) i t r 1 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE INILI, BE DELIVERED IN ACCORDANCE WITH THE. POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD d`s m N co m O U` u7 ' ,. .. Ui�iti��l, rt'r�f�'lq��'�,�r�-yJ�'•'� f9F1F''�y.,� `1. 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