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HomeMy WebLinkAboutPSA - Develop Lifelong Learning Platform - Claremont Graduate University1316 COUNTY —CITY BUILDING l 227 W. JEFFERSON BOULEVARD SOI JTH BEND. INDIANA 46601-1 930 Ord CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARDU LIC WORKS December 19, 2019 Mr. Lawrence Greenspun Claremont Graduate University Drucker Institute 1021 N. Darmouth Ave. Claremont, CA 91711 RE: Professional Services Agreement Dear Mr. Greenspun: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on December 19, 2019, approved the above referenced agreement for the development of a Lifelong Learning Platform 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, 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 entered into on December 19, 2019, by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Claremont Graduate University, a California non- profit corporation with its registered address at 150 E. Tenth St., Claremont, California 91711 (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, through the staff of its Drucker Institute, will render to the City the professional services (the "Services") set forth in attached 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. Come pensatiori. 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 One Hundred Fifty Thousand Dollars ($150,000.00) (the "Contract Amount"). The City will pay the Contract Amount upon invoicing by the Provider as set forth in the Scope of Work, provided the City is satisfied with the Provider's performance and work product, as determined in the City's sole discretion. The City will not pay for or reimburse the Provider for any of the Provider's out-of-pocket expenses incurred in connection with rendering the Services. 3. TeTcrniirtation. Unless earlier terminated in accordance with its terms, this Agreement will be effective as of July 1, 2019 and will 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 portion of the Contract Amount 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 Work. 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. Relationshili. 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 construed as creating any such relationship between the City and the Provider. 7. lndenini l catiog 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, except for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The City hereby agrees to defend, indemnify, and hold harmless the Provider, 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 Provider's breach of this Agreement or the negligence of the Provider, its officials, directors, employees, and agents. The Parties' respective obligations under this Section 7 shall survive the termination of this Agreement. 8. Work Prodget; O" ypershil2. 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 become the exclusive property of the City, and 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. 9. Assi une 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, 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. 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 1" BLIC O KS _ Gary Gilot, President........ . Therese Dorau, inber ATTEST: .L`nda Martin, Cle�l� CLAREMONT GRADUATE UNIVERSITY, a California non-profit corporation By: Printed: Its: Provider: Claremont Graduate University Drucker Institute 1021 N. Dartmouth Avenue Claremont, CA 91711 Attn: Lawrence Greenspun, Director of Public Sector Engagement City: Innovation & Technology Department City of South Bend 227 W. Jefferson Boulevard, Suite 1200 N. South Bend, IN 46601 Attn: Brian Donoghue (the "Contract Administrator") 11. Equal 01 rrrtunit 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 A rcem nt; Amcndinent; A plicable 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-Collusio,ri. 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-Frec 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.] EXHIBIT A Scope of Work Making South Bend, Indiana The City of Lifelong Learning The Drucker Institute —a unit of Claremont Graduate University, which operates under the university's 501(c)(3) status —will design, prototype, implement and ultimately scale a holistic, integrated system that will help transform South Bend, Indiana, into the City of Lifelong Learning. Intermediate stages of this work, will include but not be limited to: • Demonstration of sustainable funding strategy, including organizational capability to secure significant private -sector and/or philanthropic support • Surveying local businesses to map key workforce -development training needs • Coordinating with City Staff and program partners to develop pathways for Information Technology job training • Coordinating with City Staff and program partners to find integration points between Bendable and existing City of South Bend Pathways programming • Create with City Staff a plan to ensure that South Bend C.L.I.C.K. sites and other city facilities are leveraged to ensure access and equity for Bendable program delivery The City will remit the entirety of the Contract Amount of One Hundred and Fifty Thousand dollars ($150,000.00) to the Provider for these services, payable by invoice after above provisions are satisfied. Any future phases of this initiative will be the subject of one or more separate contracts between the City and the Provider. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 12/16/2019 Name Brian Donoghue Department Innovation & Tech!!2 o BPW Date 12/19/2019 Phone Extension 7652 wired Prior to Submittal to Board 9 _ _.. .... .--........ Legal ® Attorney Name Kennedy Controller review is required for all Contracts $5,000.00 or more Controller Z and greater than one year in length per the City Purchasing Policy Purchasing _ .m A .Ito gate .I ..... - Professiona l Services Agreement ttem Tad-�r��o�� All Submissions ..- � Contract Proposal Open Market Contract ❑ Amendment/Addendum Special Purchase, QPA [J Bid Opening ❑ Bid Award Req. to Advertise ❑ Title Sheet Quote Opening ❑ Quote Award ❑ Reject Bids/Quotes Proposal Opening E] C/O & PCA No. F-1 PCA E] Chg. Order, No. Traffic Control n Resolution ._ ...Other: F1 Ease./Encroach W.._.... t eq ui ed Information Company or Vendor Name Claremont Graduate Univc!sity New Vendor _ Yes If Yes, Approved b Purchasing � � pp y g ® No MBE/WBE Contractor MBE Completed E-Verify Form Attached � Yes F] WBE No Project Name Project Number n/a Funding Source Redevelopment General Poka one Account No. 433.1050-460.39-30 ._ ... _... Amount $150,000 ..._._.� .. ......��..........�__..__ Terms of Contract 7/1/2019 - 7/1/2020 Purpose/Description Development of Lifelong Learning ��... o ������ it of platform in coordination with city staff and regional partners For Change Orders Only_ ......._..... AIncrease $ Amount of [� Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Time Extension: Dispersal After Approval Copy Original Donoghue ❑ Brian Do ......_.. ® _._. ❑ Amanda Pietsch_._�w—w. ❑ Daniel Parker .............