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HomeMy WebLinkAboutProfessional Services Agreement - Raymond Kate Training - Educational Pilot Programs for City Staff and Residents'I'll 1316 COUNTY -CITY BUILDING PHONE 574/ 235-9251 227 W. JEFFERSON BOULEVARD FAX 574/ 235-9171 SOI ITH BEND. INDIANA 46601-1830 ' fi�wr CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARDF PUBLIC WORKS September 24, 2019 Jeffrey Scott Raymond Kate Training 1024 Leeper Ave. South Bend, IN 46617 RE: Professional Services Agreement Dear Mr. Scott: The Board of Public Works, at its meeting held on September 24, 2019, approved the above referenced agreement regarding educational pilot programs for upskilling City staff and residents pursuing employment in technology in the amount of $150,000. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, f . , Ault 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 September 24, 2019 (the "Effective Date"), by and between the City of South Bend, Indiana, a municipal corporation organized and operating under the laws of the State of Indiana, acting by and through its Board of Public Works (the "City"), and Raymond Kate Training, a ....... ...................— 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 Exhibit 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. Compensation. 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 One Hundred Fifty Thousand Dollars ($150,000.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon regular invoicing from the Provider (each, a "Contract Installment"). Each Contract Installment shall be paid within thirty (30) days of the City's receipt of an undisputed invoice The City will not be required to pay any 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 all 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. Tccrni� Termination. 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. Relatiol ship. 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. Indemnification of Cit 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 R odoct, mmw laa rship. The Provider will submit it 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. § i� ���e��t. 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 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 - Strong Towns 1511 Northern Pacific Rd., Rm. 206 Brainerd, MN 56401 Attn: Charles Marohn, President City: City of South Bend 227 W. Jefferson Boulevard, Suite 1400 S. South Bend, IN 46601 Attn: Brian Donoghue, Director of Innovation 11. Equal Opportunity, Non -Discrimination CQi .___-icc. The Provider shall comply �.. li 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. 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. 14. No 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. Severability. 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 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 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 API-�.. . . dGary A. Git, President Therese Dca�ember Eliza Maradik, Member _._ Linda M, Mai * i, Cl�er� PROVIDER: RAYMOND KATE TRAINING By: ... ....................... Printed: Title: Genevieve Miller, Member [..,aura O'Sullivan, Member EXHIBIT A Scope of Work [See attached.] EXHIBIT B Contractor's Affidavit [See attached.] BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name 9/17/19 Denise Riedl Department Innovation & Tech BPW Date 9/24/19 Phone Extension 6004 auuuw�m��o�o�u��oruo�mweu�m . ���mmimmm�uiw�uw�mmmim�wmouououoiwwwu�uiooiooiwuwuu ^^^^�^^^^��iuiuiuiuiuiuiuw�uwimwiummui!mnuz� gym..... n�v�v�rmr�or,�muw!mmm!w!m��w!�w�w�u�u�w�w�w�w� rtr�,�mw..,.. �w�r� Rtquired Prior to Submittal to Board ITmm IT wwwww Legal ® Attorney Name Kennedy Controller review is required for all Contracts $5,000.00 or more Controller ® and greater than one year in length per the City Purchasing Policy Purchasing Check the Agreement EI Professional Services [] Bid Opening FJ Quote Opening (] Chg Order No. El' Ease./Encroach. F l Other: Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract err%fie Item Te El Contract Amendment for All Submissions Proposal F-I Bid Award ❑ Req. to Advertise ❑ Quote Award ❑ C/O & PCA No, PCA ❑ Traffic Control EJ Resolution Ll Claim Rea ired Information Addendum ❑ Title Sheet Raymond Kate Training ......... Yes ❑ If Yes, Approved mm pp by Purchasing III No ❑ MBE Completed E-Verify Form Attached Yes ❑ WBE F] No P Tject mana, ement and technology try ainin'g program delivery IT Professional Services 279-0672-415.31-06 $150,000 September 1, 2019 _.....Decemb.......er 31, 2019 _w w.... Current Percent of Change„ % New Amount $ Total Percent of Change: % Time Extension: Dispersal After Approval Copy Original ® E] Denise Riedl ® E] Brian Donoghue ® El Shawn Delahanl