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HomeMy WebLinkAboutProfessional Services Agreement - The Delta Institute - Climate Action Plan1316 COUNTY -CITY BUILDING 227 W.JEFFERSON BOULEVARD SOI ITH BEND_ INDIANA 46601-1 930 Eve Pytel The Delta Institute 35 East Wacker Drive Chicago, IL 60601 t, III�i CITY OF SOUTHBEND PETE BUTTIGIEG, MAYOR BOARDOF PUBLIC April 23, 2019 RE: Professional Services Agreement Dear Ms. Pytel: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on April 23, 2019, approved the above referenced agreement for development of a Climate Action Plan for the City of South Bend with GHG reduction strategies and targets in the amount not to exceed $50,000. 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 GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services (this "Agreement") is made effective as of April 23, 2019 (the "Effective Date"), by and between the City of South Bend, Indiana, an Indiana municipal corporation, acting by and through its Board of Public Works for the benefit of its Office of Sustainability (the "City"), and The Delta Institute, an Illinois nonprofit corporation (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 l;X�lli limit A (the "Scope of Work"). In the event of any conflict between the terms of this Agreement and the terms 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. C can�acn� ti�jn. In exchange for the Provider's 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 Fifty Thousand Dollars ($50,000.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon regular invoicing by the Provider (each a "Contract Installment") as set forth more particularly in Exhibit A. The City will not be required to pay a Contract Installment if the City is not reasonably 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. The sum of the Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 3. 1 erall. i crrrninatron, Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Provider's completion 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 applicable laws, payments are subject to annual appropriation. If the City Controller 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 Controller 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. The Provider's failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of any breach of this Agreement by the Provider, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity„ 5. Point of Contact. The City employee identified in Section 10 below will serve as the City's principal point of contact for purposes of this Agreement. 6. t clationsh 11. 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. No employee of the Provider will be considered or deemed to be an employee of 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 construed as creating any such relationship between the City and the Provider. 7. 1nclettrarilWtdon�"�. The Provider hereby agrees to indemnify, defend, and hold harmless the City and 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, except for claims arising out of the negligence or intentional acts or omissions of the City or its officials, directors, employees, or agents. The obligations of the Provider under this section shall survive the termination of this Agreement. 8. Work. Prod et )wnc sl�i,p. 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 shall be free from claims of infringement and will become the exclusive property of the City. The City will have the right 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. The City agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the Provider against any damages, liabilities, or costs, including reasonable attorneys' fees, arising from or allegedly arising from or in any way related to or connected with the reuse or modification of the deliverables by the City. The City will credit the Provider each time the deliverables are used. 9. A55 ;zini nt. 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. N'otycgs. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered 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. Provider: City: The Delta Institute City of South Bend 35 East Wacker Drive 227 W. Jefferson Boulevard, Suite 1316 Chicago, IL 60601 South Bend, IN 46601 Attn: Eve Pytel Attn: Therese Dorau, Sustainability Director 11. 1 cI1N�mm�@ (lllportrtt�q . N n-Dis rig ipation., oN i li, i(Lee. The Provider shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. The Provider shall comply with all federal, state, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non- discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions is incorporated herein as if set forth in full, and the Provider certifies that she is in compliance with each such provision and shall remain in compliance through the term of this Agreement. 12. Contractor's Affidavit. The Provider agrees, as a condition precedent to the effectiveness of this Agreement, that its authorized representative will execute and submit to the City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B. 13. m)twa�lg t-,E 4 �1 3 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. 14. NoIT_Waiver. No failure or delay on the part of either Party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder. 15. Severabi 1J.1y. In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the terms or conditions of this Agreement are in conflict with any applicable statute or rule of law, then such terms and conditions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform to such law. 16. Entire 'iµ�°!e��pctLt . n10lnj 1,1;_ iplaligLi lj t,,<xA . 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 understandings 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. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Professional Services to be effective as of the Effective Date stated above. CITY: CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS _. ............ .... Gary A. Gi ot, President Therese Dorau, Member Elizabeth Maradik, Member `" Linda M. Mai°tira, Jerk PROVIDER: THE DELTA INM'S11 By:__.__........_........_. _. Printed: William Schleizer Title: Chief Executive Oflw Genevieve Miller, Member Laura O'Sullivan, Member EXHIBIT A Scope of Work [See attached.] EXHIBIT B Contractor's Affidavit [See attached.] When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit. CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT, CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS (Must be completed for all quotes and bids. Please type or print) STATE OF ebo/C COUNTY )SS,. __....__...._..W__ - ) The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that: 1. Contractor has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of Iran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollars ($20,000,000) or more in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another person for forty-five (45) days or more, if that person will (i) use the credit to provides goods and services in Non -Collusion Mon -Debarment Affidavit Non Iran Form the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and attached as part of this bid/quote; and 5. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and understands that the City may terminate the contract for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. 6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, gender expression, gender identity, sexual orientation or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that the following nondiscrimination commitment shall be made a part of any contract which it may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. Non-Cu[[usion Non -Debarment Affidavit Non [ran Form Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex, gender expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract. I, the undersigned bidder or agent as contractor on a public works project, understand my statutory obligations to the use of steel products or foundry products made in the United States (I.C. 5-16-8-1). I hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products made in the United States on this project if awarded. I understand I have an affirmative duty to notify the City in my bid that my proposal does not include the use of steel products or foundry products made in the United States. I understand it is my sole obligation and responsibility to provide a justification to the City, subject to review and approval, why the cost of United States made steel or foundry products is unreasonable. Prior to award and upon submission of bid which does not use steel products or foundry products made in the United States, the City, through its director of public works, shall make a determination if the price of United States made steel or foundry is unreasonable. I understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct. Dated this 22 _ day of fl/Rz/L 20/`? /J-L IAIY Ti Tu t- idder (Firm) Signature t), �ttractor/llidder or Its Agent Printed Name and Title Subscribed and sworn to before me this ZZfJ day ol``_4 20 My Commission Expires r Not _... aylull County of Residence Non -Collusion Non -Debarment Affidavit Non [ran Form MARY CAROL MCMAHON Official Seal Notary Public - State of Illinois My Commission Expires Apr 4, 2020 , I I IS SCOPE 01," SE R PI" ci�E Activity 1: Validate community GHG Inventory Having solid data is an important first step to a mitigation planning process. Delta will review the 20 16 City emission inventory that reported 42,225 mT CO2e (Scope I and 2) as well as the 2018 community -wide inventory which identified annual emissions of 1,294,599 mT CO2e (Scope 1, 2, and 3). Delta will review the ICLEI ClearPath data collection processes and review data entry for any potential discrepancies. In addition to the data calculations, Delta will also assess boundary setting decisions and may make recommendations to update scope calculations based on that assessment and any updates to carbon calculation methodologies. Delta will also review all ener v and emissions variables and factors to ensure solid calculations. Delta with Sustainability Director and Climate Working Group, will produce a summary document for a public audience that showcases the high level GHG emissions information in an accessible format. Deliverables: If necessary, memo to Sustainability Director flagging findings or discrepancies related to the 2016 City Emission Inventory and 2018 Community -Wide Inventory Enter data ClearPath Simple & short public -facing summary (e.g. 3-5 pages) Budget: $5,000 Timeline: April 24th - May 3rd Activity 2: Develop local context will review existing documents that describe current local and state policy landscape including local sustainability priorities to assess what criteria should be prioritized for consideration in mitigation activities. Delta will conduct a limited number of internal stakeholder interviews to ground -truth priorities and ensure that there is internal alignment with our findings. Survey questions would be reviewed by, at least, the Sustainability Director prior to any interviews. Along with the outlining of potential prioritization criteria, Delta would create a short briefing document outline the specific local context that will be important to consider in the climate action planning process. Deliverables: Questionnaire for internal stakeholders for Sustainability Director's review. The questionnaire for the interview is intended to identify ideas about strategies and evaluation criteria. In some cases this might be why a certain grip of strategies ableornot. Regarding criteria, our assumption is that thoughtful consideration of ideas and concerns related to evaluation criteria will support longterm success. Brief summary of 4-8 internal stakeholders Memo detailing strategy evaluation criteria for selecting GHG strategies Briefing document on key local observations opportunities. Budget: $7,000 Timeline: April 24th - May 17th Activity 3: Targeted Community Feedback H - t rn't" I D -j-i t un Ir lit 0. de]ta'I'nstib ...... ............ ...... ...... A e 001010"MiLm - 4 RX * 01:51wfu Tamrx-N-1,wilim hT.MITIV-1 MIWITM I civic groups (the RFP identified potentially the Green Ribbon Commission, Common Council members, youth leaders, and partner agencies as examples). Similarly to the internal surveying, the format and questions would be reviewed and approved by at least the Sustainability Director. The community input and sentiment will be summarized in an internal briefing document and the evaluation criteria will be modified as necessary. Delta Institute will work with the Director of Sustainability and other City staff with community relations and diversity, equity and inclusion expertise to identify and reach out to stakeholders. It is acknowledged that it is paramount to get stakeholders to the table to build bridges between multiple interests. Additionally, the project team understands that feedback garnered for the plan will inform the Climate Action Plan but will not substitute for community involvement for specific strategies. Deliverables: Mixed methods strategy for targeted feedback that may include interviews, focus groups or strategies. This strategy will include a questionnaire for external stakeholders for the Sustainability Director's review; focus group meeting/or other strategy for getting at vision and framework for the Climate Action Plan. Summarize co -benefits of climate plan outcomes Brief summary of effort with granular information for the Sustainability Director Briefing document on key local opportunities and observations Budget: $6,000 Timeline: May 3rd - May 30th Activity 4: Develop GHG reduction targets be discussed with the Sustainability Director and Climate Working Group. While the informal RFP indicated mid-term and long-term goals, Delta suggests considering a short-term goal as well. This would help create momentum for the longer -range goals create accountability for implementation in the near -term and create a "win" earlier in the process. We have found this approach to be a - I_ q- -jjn 4-QR* z Lu,?_WxW_ni v g goals potentially for 2025, 2035, and 2050, for example. In addition to the establishment of the goals, Delta would include emission reduction timelines to help track achievement and metrics to assist with the assessment process in an internal memo that would be create as an interim deliverable and updated for the final Climate Action Plan. Internal memo Draft GHG Targets Section for Plar Reduction targets by June 28th Budget: $10,000 Timeline: May 30th - July 12th Activity 5: Identify top strategies Utilizing the GHG emissions data, the local context, input from community stakeholders, the reduction goals, and well -established Del a would create a short list of high impact actions to meet the Climate Actior Plan goals. The strategies would be defined by type and sector, and include estimates of potential reduction, cost, ancillary benefits and include information on any issues with feasibility. We intend to only include mitigation activities that have high return on invest and/or high return on impact. Similar to other projects that we have completed, an implementation and funding strategy would be included for each activity including responsible parties, accountability, metrics, and alignment with local context. This would be delivered via a formal Climate Action Plan document as well as summary slidedeck. We understand that time is of the essence for outline costs and funding mechanisms for this activity as the South Bend budgeting process needs its requests in by late June. Compensation Terms Delta Institute will provide monthly invoices by the 10th of each month. Delta requires the following payment schedule: !11111q!gw� I M 1 7:11 I I TP111,171,11F Tif 112111110 1 ,''k ttl-la �nstlitutc.�, . ......... N Fl ®......... Ull Q OF a-1 ......... ...m... ......... N H ... .. J Q N .:. ........ .....---- ....... ..... .......... .......... .............. ..................... ......... T N N N e.H.�....e..,..,..,.a....e J N ........... ... ...e. e......e.......e..,.........a...e..,..�....—...w....w ...�...—.. ..ed .a...,......... �..e.......�......... .. J J ri C N J .._.:.. ...............,,,,.,.......: �w ...,..., ..-,,,,,.,',sue„ ..... .....,,, .,,,,, ............ .... ............. ... ... C.... J � n rl C J _ d c J .......... �. ... ............. — ------ ......' m r; N I I d N T M N ...,.�.,.... __ .........:................. .:......... .:::........ ::.......... ............ ..:..........., .:..........,.:: .:........: ,,... T lb a Q V u r~ F = S_3 ....... ........... r}a / /� � l7 LT a C ro GF ?' r N a o [} a E E E c c c v m c _ J A) ga E o u a op o V Cr er l7 ca « r L c O Cr RCL t' E 'N J A A:Fj Mp1 f, pc `n C �. Q1 °D .GO M Y „..: .l 1 �.'.: �,:: p ? O.p �_ L vJi L f7 C® e9 G Wiz ,�.�. rJ QI ¢I c QI Yi N Y J iv Y .— Qd w - 61 d ._ a ! Yi J:.I 4" J ttY GI5 GAP QP:.t fG1 1 Yl 1 t' GII) C. c1 ri C J 2 `u m o Q LL �;, � M. ru'S I:.�.,. q 0 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 04/16/2019 Name Therese Dorau Department PW-Suastainahilily BPW Date 04/23/2019 Phone Extension 9323 I juired Prior to Submittal to Board . ........ ....__ __ _....... _ .. ... BPW Attorney ® Attorney Name Sandra Kennedy Dept. Attorney Attorney Name Sandra Kennedy Purchasing Check the Aazcpriat Item "1 y�c m~ Z Professional Services Agreement ❑ Contract FI Open Market Contract E] Amendment/Addendum ❑ Bid Opening n Bid Award Quote Opening E] Quote Award Proposal Opening n C/O & PCA No. �] Chg. Order, No. ❑ Traffic Control Other: Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Information All Submissions H Proposal E] Special Purchase, QPA ]Req. to Advertise Reject Bids/Quotes ❑ PCA E] Resolution E] Ease./Encroach ❑ Title Sheet Delta Institute ® YesE If Yes, Approved by Purchasing ❑] No F-I MBE Completed E-Verify Form Attached ❑ Yes WBE ❑ No Climate Action Plan Professional Services ................. ................._......... .........._. 101-0616-419.31-06 .............................. ._.._ NTE $50,000 Apr 2019-Aug. 2019 _ _Complete a climate action plan withmGHG reduction strategies andtargets For C iai ae Orders Onl Amount of F] Increase $ .................. E] Decrease ($ ) Previous Amount $ Increase % Current Percent of Change: Decrease ( %) New Amount $ .......................... Increase ........... % Total Percent of Change: Decrease %) Time Extension Amount: New Completion Date: __............_..................� ..........