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HomeMy WebLinkAboutAgreement - Clear Law Institute LLC - Online Harassment Training Program1316 COUNTY -CITY BUILDINO 227 W. JEFFEASON BooLEVARD SOUTH 111-INN. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS September 11, 2018 Michael Johnson Clear Law Institute, LLC 4601 N. Fairfax Drive, Suite 1200 Arlington, VA 22203 RE: Agreement Dear Mr. Johnson: PHONE 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on September 11, 2018, approved the above referenced agreement for an online harassment training program for all City employees in the amount of $14,667 per year, for three (3) years. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT SU7ANNA M, Fj]TZK*Izo, ELIZABFT]i A. MARADIK JAW,'s A. T111",'RES11J. DORAU Agreement Parties 1. This Agreement is made between Clear Law Institute, LLC ("Clear Law") and City of South Bend ("Client"). Services to be Performed 2. Services. In consideration for the payment described in Attachment A, Clear Law agrees to provide Client the services described in Attachment A. General Provisions 3. Ownership of property. Clear Law grants Client a non-exclusive and non -transferable license to use its training for the time period and the purposes specified in Attachment A. Clear Law retains all intellectual property, copyright, and other ownership rights in its training. 4. Limitation on Distribution. Clear Law's training may not, in whole or in part, be provided to third parties. 6. Disclaimer on the Provision of Legal Services. Clear Law is not engaged in providing legal or other professional advice or services. The information contained in Clear Law's training is not offered for the purpose of rendering legal advice in any form or matter. 6. Limitation on Liability. In no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages which may arise from the training or this Agreement. Each party's liability with respect to this Agreement shall in any event be limited to the total compensation for the services provided under this Agreement. 7. Disputes. Clear Law and Client agree to submit any dispute that they cannot resolve to mediation. If the dispute is not resolved through mediation, the dispute shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Each party waives its rights to a trial by jury in any matter pertaining to or arising under this Agreement. 8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. clearlawinstltute.corn7 4601 N. Fairfax Drive 4 Suite 1200 a Arlington, VA e (703) 372-0550 0 into@dearlawinstitutexom 9. 'Terin and Termination, This Agreement shall continue in effect for a period of three years from. the date of this Agreement, unless terminated ror cause as provided below, Client will be liable for the full payment set out in Attachment. A regardless whether, or to what extent, Client utilizes the training being provided during that period. Should either party commit a material breach of its obligations under this Agreement, the other party, at its option, may terminate this Agreement by thirty (30) days written notice of termination, which notice shall. identify the basis for such termination, unless the breech is cured during that period. 10.Assignment. The license, and any legal, beneficial or other rights granted under this Agreement are not assignable and may not be assigned, sublicensed, or otherwise transferred without the prior written consent of Clear Law. 11. geverability. If any provision in this Agreement is held by a court of competent.jurisdiction. to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being in-ipaired or invalidated in any way, 12. Entire Agreement. This Agreement and its Attachment(s) constitute the entire Agreement. between the parties and may not be changed unless mutually agreed upon in writing by both parties. This Agreement supersedes any prior agreement, oral or written, between the parties with respect to the subject matter hereof. For Clear Law Institute Michacl Johnson CEO For Client lj ahw () , . UYKS Name: Title Date: �r c.leadawinstitute.cori7 460J. N. Fairfax Drive 0 Su to 1200 a Arlington, VA 0 (703) 372 0550 a ir)fo(()cleiirlawiri5Litut(ry.c oc ii tear Law Institute Attachment A Clear Law will provide the City of South Bend access to the following versions of the online course, Preventing Workplace Harassment: For supervisors • Advanced Supervisor Version (2 hours as required by City ordinance) For employees Employee Version (1 hour as required by City ordinance) Included Customization Options Client may choose to customize the course by providing the following materials to Clear Law. 1. Audio/Video introduction from an official welcoming employees to the course 2. Digital photographs of Client's workplaces and employees to be included in the introductory portion of the course 3. Client's logo 4. Client's policy on workplace harassment 5. Client's points of contact for receiving harassment complaints and text instructions on how to report harassment b. Client's policy on employee dating, if it has a policy 7. Policy Review section with electronic acknowledgement Hosting and Learning Management System ("LMS") Clear Law will host the courses in our cloud -based LMS. For each license, a unique username and resettable password will be provided. Client will have the ability to access completion reports in the LMS, or Client can request completion reports directly from Clear Law. Clear Law will provide technical support to employees at no additional cost. if any employee has a problem with the course, they can call, email, or chat with our technical support team for immediate assistance. Number of employees to be trained Client can train any of its employees, including temporary and seasonal employees with the training over the three year period. Client will provide the training once per year to each employee. clearlawinsthlte.com 4601 N. Fairfax ©rive 4 Srrite 1200 Arlington, VA + (703) 372-0550 e info@dearlawinstitute.corn l ear Law Institute Cost Table The cost of the training is listed in the table below: Years Cost In that year Year 1 $17,000 Year 2 $14,800 Year 3 $12,200 Total for a 3-Year Contract $44,000 Average per year $14,667 Payment Schedule October 1, 2018 $17,000 October 1, 2019 $14,800 October 1, 2020 $12,200 clearlawinstitute.com 4601 N. Fairfax Drive 4 Strite 1200 ® Arlington, VA s (703) 372-0550 o infoeklearlawiristitute.cani 111 11 t I F."EM 0101 MM V V DKVJ I tj DUN I WMA H DIPIP J I 1I , Date September 2, 2018 Name Kyra Clark Department —Hurnan Resources .BPW Date September 11, 2018 Phone Extension X7500 ................... Legal Z Attorney Name Ashley Colborn Controller review is required for all Contracts $5,000.00 or more and Controller El greater than one year in length per the City Purchasing Policy Purchasing F-1 H Agreement Z Contract Lj Proposal ❑ Addendum F1 Professional Services F] Resolution El Bid Opening Ej Bid Award E] Req. to Advertise ] Title Sheet F Quote Opening F-1 Quote Award F-1 Change Order No. F1 C/O & PGA No. PGA 0 Ease/E,ncroach, D Traffic Control F-1 Other. Company or Vendor Name _GWAw— C, if L 4 New Vendor E Yes El No El If Yes, Approved by Purchasing MBE/\NBE Contractor E] MBE F] WBE MBEANBE Contractor Requested F] No F-1 Yes NameofCompany_ F-Iroject Name Contract for Online Harassment Training Program 'roject Number N/A Funding Source N/A Account No. 711-04671-31-06 Amount $ See, Services and Description Terms, of Contract 3-year agreement, average per y6ar_.$14,667 Purpose/Desc:ript,ion Online harassment training course for all employee to ensure compliance with Council's recent ordinance 0 Required Contractor's Certification Form Attached (Non - Collusion, N:on-Discrimination, Non -Debarment, E-Verifv, Iran, etc.) Amount of F-1 increase El Decrease Previous Amount $ Current Percent of Change'. lomill I no FMM...,l I - 0 I - Copy Original ❑ R El 1:1 R R W Dispersal After Approval