HomeMy WebLinkAboutProfessional Services Agreement - Change and Innovation Agency LLC - Employee Process and Improvement Trainingi
rr^-r�;'
��.. - x-
_ _
-�`�`��="•'.r�;:.:�
-
-,-�_"7:.R'�:"��;-�47�;;15 �[,'-�.F-
'.�r:.�+y,,•tiy.
_
•e-_� -�
Win._
- �
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement For Professional Services (this "Agreement") is entered into on November
14, 2017 (the "Effective Date"), by and between the City of South Bend, acting by and through its
Board of Public Works (the "City"), and Change and Innovation Agency, L.L.C., a Missouri
limited liability company (the "Provider") (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 Provider will provide to the City the professional services (the
"Services") set forth in the Provider's proposal attached hereto as Exhibit A (the "Scope of Work").
In the event of any conflict between the terms of this Agreement and the teens of the Scope of
Work, the terms of this Agreement will prevail. The Provider will execute its obligations under
this Agreement in accordance with the prevailing professional standard of care for projects of
similar design and complexity.
2. Compensati
on; Expenses. In exchange for the Provider's satisfactory performance
,..........._.
of the Services, and subject to the terms and conditions of this Agreement, the City will pay the
Provider a total sum not to exceed Thirty Thousand Dollars ($30,000.00), which sum will include
payment of the Provider's hourly fees and the City's reimbursement of the Provider's out-of-
pocket expenses (the "Contract Amount"). The City will pay the Contract Amount in installments
upon invoicing by the Provider as described in the Scope of Work (each a "Contract Installment").
As invoiced to be paid as part of a Contract Installment, the City will reimburse the Provider for
the Provider's out-of-pocket expenses, including data, travel, and lodging expenses, incurred in
connection with rendering the Services, provided, however, that the Provider must obtain the
City's consent before incurring any such expenses and the City will reimburse the Provider only
for its expenses in an amount not to exceed Five Thousand Dollars ($5,000.00) (the "Expense
Cap"). The Provider will neither incur nor request reimbursement of any expenses in excess of
the Expense Cap. The sum of all Contract Installments will not exceed the Contract Amount. The
City will not be required to pay any Contract Installment if the City is not satisfied with the
Provider's performance under this Agreement or any default or breach of this Agreement by the
Provider exists, as the City may determine in its sole discretion.
3. Term; Termination. Unless earlier terminated in accordance with its terms, this
Agreement will commence on the Effective Date and end upon the Provider's satisfaction of all
its obligations hereunder and the City's final payment therefor. Notwithstanding the foregoing,
effective immediately upon delivery of a written termination notice to the Provider, 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. 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.
The City will not be required to pay any Contract Installment or be otherwise liable for any cost
associated with the Provider's performance of any Services after the effective date of termination.
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 Provider and may pursue any and all remedies available at law
or in equity. The Provider shall repay to the City any portion of the Contract Amount expended
for matters not within the scope of the Services.
5. Point of Contact. The Contract Administrator identified in Section 10 below will
serve as the City's principal point of contact for purposes of this Agreement.
6. Relationship. The Provider shall at all times be an independent contractor for the
performance of the Services rather than an employee of the City, and no act or omission to act by
the Provider shall in any way bind or obligate the City, This Agreement is strictly for the benefit
of the Parties and not for any third -party or person. This Agreement was negotiated by the Parties
at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to
consult with independent legal counsel. Neither party shall maintain that the language in the
Agreement shall be construed against any signatory hereto. The City and the Provider hereby
renounce the existence of any form of agency relationship, joint venture, or partnership between
the Provider and the City and agree that nothing contained herein or in any document executed in
connection herewith shall be construcd as creating any such relationship between the City and the
Provider.
7. Indemnification of City. The Provider hereby agrees to defend, indemnify, and
hold harmless the City, its officials, employees, and agents from any and all claims of any nature
which arise from the performance by the Provider under this Agreement and from all costs and
attorney fees in connection therewith, excepting for claims arising out of the negligence of the
City, its officials, directors, employees, and agents. The obligations of the Provider under this
Section shall survive the termination of this Agreement.
8. Work Product,• Ownership. The Provider will submit its work product to the City
in accordance with the terms of the Scope of Work. Any and all work product submitted by the
Provider to the City as part of the Provider's performance of the Services will be the exclusive
property of the Provider, provided, however, that the Provider hereby grants to the City a
permanent, irrevocable license to use and reproduce copies of the Provider's work product as the
City determines in its sole discretion without compensation to the Provider except the
compensation expressly provided for in this Agreement.
9. Assigm-nent, The Provider shall not assign or subcontract the whole or any part of
this Agreement or its obligations hereunder without the prior written consent of the City.
10. Notices. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered, whether or not actually received, when deposited in the United States
Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to
the City or the Provider, as the case may be, at the address set forth below.
2
Provider:
Change and Innovation Agency, L.L.C.
8908 N. Glenwood Ave.
Kansas City, MO 64157
Attn: Brian Elms
City:
Innovation & Technology Department
City of South Bend
227 W. Jefferson Boulevard, Suite 1200 N.
South Bend, IN 46601
Attn: Danielle Fulmer
(the "Contract Administrator")
11, Equal Opportunity. The Provider shall comply with federal, state, and local law in
its hiring and employment practices and policies for any activity covered by this Agreement.
12. Entire Agreement, Amendment; Applicable Law. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject matter hereof, and merges
and supersedes all prior discussions, agreements, and understanding of any and every nature
between them. This Agreement may be amended only by separate writing, signed by authorized
representatives of both the Provider and the City. This Agreement will be construed and
interpreted according to the laws of the State of Indiana.
13. Non -Collusion. The undersigned attests, subject to the penalties of perjury, that he
is the Provider and that he has not entered into or offered to enter into any combination, collusion,
or agreement to receive or pay, and that he has not received or paid, any sum of money or other
consideration for the execution of this Agreement other than that which appears upon the face
hereof. The Provider agrees that he will execute and submit to the City and any other appropriate
bodies, an affidavit in the form attached hereto as Exhibit B.
14. Drug -Free Workplace. The Provider hereby agrees to make a good faith effort to
provide and maintain a drug -free workplace. The Provider will give written notice to the City
within ten (10) days after receiving actual notice that the Provider or an employee of the Provider
within the State of Indiana has been convicted of a criminal drug violation occurring in the
workplace.
15. E-Verify. The Provider hereby certifies that it does not and will not knowingly
employ or contract with an unauthorized alien, nor retain any employee or contract with a person
that the Provider subsequently learns is an unauthorized alien. The Provider agrees that he/she/it
shall enroll in and verify the work eligibility status of all of the Provider's newly hired employees
through the E-Verify program as defined by Ind. Code 22-5-1.7-3.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement For Professional
Services to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND
BOARD OF PUBLIC WORKS
"C,�A
Gary Gilot, President
Therese orauu,, Member
1, j )/� A/
i zb g, ber
..................---
Elizabeth Maradik, Member
James Mueller, Member
ATTEST:
CjLida�Martin, Clerk
CHANGE AND INNOVATION AGENCY, L.L.C.,
a Missouri limited liability company
By:
Printed:
Its:
3000,000000151642530.003
2
EXHIBIT A
Scope of Work
[See attached.]
EXHIBIT B
Contractor's Affidavit
[See attached.]
�- _ •_ '.'. rr "i:c.--i
l — .r—. r— 7,.�,���.,r�..r — - 7 — , r • ,,..,r' 1 rrr `r - 4. �1
E
OM
PR
Mt
�t �m
-I
1
Y'
`7 1 ■ 1 l et'.. � r
. y: E � •Irby: "T14=.
+€ c rxte e �.8 JR%wm�,-
wu�f :fi t aaa- :� v" p� � "' ) 3 5•• ..
vv _Mht�'�
I �
IL
:i.�.`." i s�¢, . � aFr •i�i. �Ai'i— e.. ;�3 ( � 1—� ?{ n a "p i'"' is �� Irc
ii "r' 7' �".. ► . � a S7• rc gar_ `^ c
�•.I J-, � ,.. � . „ .�� �as� .� _��� � �'71 a.. ��ul"_:�-ILtC� r::�_�. s�, rrr_.'S- .�L -
w
= 10-11
II I
-16I.AWdlss
w-16
116 lF
. . . . . . . . . .
- - �-A
-
�-
7
Yo Ol V k,�J !, 4), -4
�tw W,4�1
ERU
N �atw Op 90
MMAW
�:� ems.. —, _�, ,
_ na�J�"'S:.t=,i.'�6.'eYT.�«..As:nd�-"'�:1Mi',�k"`3:.Ya'3i"e°`E."`�d�"4„�.,�':�"z-."3Ta"'�'."hf.A sr�v.w
°, —ill-