HomeMy WebLinkAboutPSA - Design Additional River Lights on Jefferson St. Bridge – Shakespeare Lighting Design, LLC1316 COUNTY -CITY BUILDING
227 W.JEFFERSON BOULEVARD
SOUTH BEND, INDIANA 46601-1830
CITY OF SOUTH BEND JAMES MUELLER, MAYOR
BOARD OF PUBLIC WORKS
July 14, 2020
Ms. Marie Shakespeare
Shakespeare Lighting Design, LLC
1806 E. Thornton Dr.
Bloomington, IN 47401
cljghtjrig.corn
RE: Professional Services Agreement
Dear Ms. Shakespeare:
PHONE 574/235-9251
FAx 574/ 235-9171
The Board of Public Works, at its meeting held on July 14, 2020, approved the above referenced
agreement to design additional river lights on the Jefferson St. bridge in an amount, not to exceed
$12,500.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to 11 e isle; >soLi ; lien ;iri,,gg. , Please retain a copy for your records_
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
s/Linda M. Martin, Clerk
Enclosure
GARY A. GILOT ELIZABETH A. MARADIK THERESE J. DORAU JORDAN V. GATHERS JOSEPH R. MOLNAR
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement For Professional Services (this "Agreement") is entered into on June
23rd, 2020 (the "Effective Date"), by and between the City of South Bend, acting by and
through its Board of Public Works (the "City"), and Shakespeare Lighting Design, LLC, a
domestic limited liability company with its Principal place of business located at 1806
E. Thorton Dr., Bloomington, IN 47401 (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 "Proposal"),
which Proposal is incorporated herein. In the event of any conflict between the terms of this
Agreement and the terms of the Proposal, 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 satisfactory performance of the
Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider
the Program Fee stated in the Proposal (the "Contract Amount") in accordance with the project
budget stated in the Proposal. The City will pay the Contract Amount in installments upon
invoicing by the Provider as set forth in the Proposal (each a "Contract Installment"). 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. 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. 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 6-1.1-18-4,
payments are subject to annual 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
1
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 City employee identified in Section 9 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 construed 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. Assignment. 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.
9. 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.
Provider:
Shakespeare Lighting Design, LLC
1806 E. Thorton Dr.
Bloomington, IN 47401
Attn: Marie Shakespeare
Cam:
City of South Bend
227 W. Jefferson Blvd, Suite 1400 N.
South Bend, IN 46601
Attn: Patrick Sherman, Project Manager
10. Equal Opportunity; Non -Discrimination; Compliance. 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 state, federal, 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
2
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 it is in compliance with
each such provision and shall remain in compliance through the term of this Agreement.
11. 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.
12. 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.
13. 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, and any dispute arising out of this
Agreement or otherwise concerning the Provider's rendering of the Services will be resolved in
the courts located in St. Joseph County, Indiana, unless the Parties mutually agree to a different
method of dispute resolution.
14. Severability. All provisions of this Agreement shall be considered as separate terms
and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other
provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable
provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a
material provision of this Agreement, in which case the Provider and the City agree to amend this
Agreement with replacement provisions containing mutually acceptable terms and conditions.
15. Force Majeure. The Provider shall not be responsible for any failure or delay in the
performance of any obligation hereunder, if such failure or delay is due to a cause beyond the
Provider's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war,
third -party suppliers, labor disputes or governmental acts.
16. Counterparts. This Agreement may be executed in two or more counterparts,
which together shall constitute one and the same agreement among the Parties.
[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, INDIANA
BOARD OF PUBLIC WORKS
Signature
Printed Name and Title
Gary A. Gilot, President
Street Address
P.O. Box
City, State Zip
Elizabeth A. Maradik, Member
Telephone Fax
Therese J. Dorau, Member
Jordan V. Gathers, Member
Joseph R. Molnar, Member
ATTEST:
Linda M. Martin, Clerk
4
EXHIBIT A
Proposal
[See attached.]
24203589.2
EXHIBIT B
Contractor's Affidavit
[See attached.]
24203589.2
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When (be prospeclive Contrucloris unable tar verfify le) anY (ffthe walenmniv helow, il shall aucich an explanafion to ihis,41fielavit.
CONTRACTOR'S NON-COLLLISION AND NON-DEBARMENTAFFIDAVII, '
CERTIFICATION REGARDING INVESTMEN'TWITH IRAN, EMPLOYMENT ELIGIBILITV
VERIFICATION, NON-DISCRIMINATION CONIN11"I'MENTAN'D CERT11"ICATION OF USE
OF UNITED STATES STEEL PRODUCTS OR FOUNDRYPRODUCTS
(NlUst be corrilfleted flor all quoles and bids, Please type or print)
STATLOF
ss�
The Undersigned Contractor, being duly sworn lipon his/ficr/its oath. a11)111`111S, Linder the PellalfieS OfperjLffy thm:
I. Contractor has not, nor has any, otlier nicniber, representative, or agent of the firm,
company, corporation or partnership represented by him, entered into any combinaOon, collusion
or agreenient with any person relatk,re to the price to lie bid by anyone at such letting nor to
prevent arly person [Torn bidding nor to induce anyone to rel"rain frot�n Hdding., and that this bid
is made without reference to any other bid and without any agreement, understanding or
con,ibination with any offier person in refierence to such bidding, Contractor further says that no
person or pusons. 1"inns, or corporation has, have or xv,M receive directlY or indirectly, any
rebate, pie, gift, corninission Or thin� 01'V',dUC Oil UCOUnt of'such sale-, and
2. Contractor certifies by submission of' thk Proposal that neither Coll tracto r nor any of its
principals are presently debarred, suspended. proposed lor debarment, declared ineligible, or
VOILIntarily CXCILtded frorn participation 61 this transaction by any Federal department or agency;
and
I 3 Contractor has not, nor has any successor to. nor an affili.,ne of" Cotilinclor, engaged in
ifivestil,lem activilies in hwl,
,,i:.For purposes of this Certification, "Iran" means the govern tile lit of lran and any ag,clicy or
instrunicnialilly of fran, or as otherwise deft rid at hid. Code § 5-22-16.5-5, as amended froill
fitile-to-d tile,
b. As provided by lrid. Code § 5-22-W5-8. as amended from linic-lo-bile., a Contractor is
engaged in ivivestmem, activilies ill lrarr ifeither:
j. ( , olitnictor, its successor (it- its affitiate, provides goods or services of twenty tnilhon
dollars, (S20,000,000) or inore in value in the e[lergy wetor of Iran: or
ii. Contractor' its successor or ors affil iatc. is a finialicial irisduttion that extends twevily
million dollars (S20,000,000) or more in credit to anothcr person for forty-five (45)
days or niore, iflhal person w1h (0 wsc the croJit to provides goods and services in
Non-G(fltusim M-m-Debarmml AlMlIn UNon Iran f oi mi
the energy sector in Iran: and (d) at the time the flmanchd institution emends credit, is
a person identified on list published by the Vndiama Department ol'Adminislrafion.
4. Contractor does not knowingly eniploy or contract k�,ith an unauthorized alien, nor retain
any eniployce or contt,act with a person that the Contractor subsequendy learns is an
Unauthorized alien. Contractor agrees that he/she/it shall enroll in and verif'y the Nvork ekgibifity
status of all of Contractor's newly hired employees through the E-Verify Pr(�)gram as defined by
LC. 22-5-1.7-3. Contractor's dMflnentation of enrollment and participation in the E-Verify
Pro ,rasa is inCkided and attached as part of this bid/quote: and
5Contractor shall require hisdimlits subcontractors perlorming work under this public
contract to certil'y that the sucontactrs dnt kwgly eniply or cn racI with an
unauthorized alien, nor retain any employce or contract with a person that the subcontractor
subSetILICrItly learns is an unauthorized afien, and that the subcontractor has enrolled in and is
participatirag in the -verify Prograrn, The Contractor agrees to tnaintain this certification
throughout the terni of the contract with the City of' SOLnh Bend, and understands that the City,
may terminate the contract Barr defauft if the Contractor fails to cure as breach of this provkl'1011 110
later than thirty (30) days adder being notified by the (71ity.
6. Persons, Partnerships, corporations, associations, orjoint venturers awarded as contract by
the ("ity of' South Bend through its agencies, boards, or cornmissions shall not discriminate
against any employee or applicant f'or ernployment in the perl'brmance of' as City contract with
respect to hirc, tenure, terms. conditions, or privileges ofenipfoyment, 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 disabifity that does not affect that
person's ability to perform the work,
In a%Ararding contracts for the purchase of work, Warr, services. supplies, equip inent. materials,
or any combination of the Foregoing including, but not liniited to, PUbfiC works contracts
awarded Under pubk bidding laws or c)1her Contracts in which public bids are not rcqUircd by
law, the ity, its agencies, boards, or commissions nilay consider the Contractor's good faith
cfTorts 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 as factor in detennining
the lowest., responsible, responsive bidder.
In 1110 event shall persons or entities seeking, the award ot'a City contract be required to award a
subcontract to an MBF/W131": flowever, it may not Ulikawfully discriminate against said
WHFJN/1131`1, A din ding of a discriminatory praefice by the City's MBE/WBE Utilization Board
shall prohibit that person or entity, From being awarded, a (."ity contract for a period of' one (1)
year fron'i the date of such determination. and Such detertnination imay also be grounds Ibr
terminating the contact for which the discriminatory practice or noncompliance pertains.
7. The undersigncd contractor agrees that the following nondiscrimination conunitn1cm
shall be niade a part of any contract which it rilay henceforth enter intowith the City of South
flend, fndiana or any of its agencies, boards or con,inlissions.
Non-l. olluoon Non-DOunimm Affidzo ir ,4on han a will
Contractor agrees not to discriminate against or intimidate any empk,)yee or applicant: f'or
employment in the perforinance Of this Contract With privileges of employniclit, or any niatter
direct1l y or 4idirectly related to ernplo\nielit, because of race, r6slion, coh)r, sex, gender
cxpression, gender identity, sexmil orientation. handuuip, national origin c.)r ancestry. Breach cnf
this, provision may be regarded as material breach ol'contract.
l, the undersigned bidder or agent as contractor on as public works project, understand my
statutory obligations taw the USC of steel, products, or foundry products made in the (Jniled Slates
(1.('. 5-16-8-1). 1 hereby certify that I and all sLibcontractors ernployed by ine fortf,iis pro.ject wffl
use steel products o�r foundry prodUCtS imade in the L)iiited States oil this pro ' ject if awarded. I
understand I have an atlirmative duty to nobfy the 0ty Ht niy bid that my proposal does not
include the use of steel products or l'oundry products im1de in the Uili[Cd States. I Understand it is
my s,(flc obligation and responsibility to, provide ajustification to the C i ty., s u appal
tI Jcct to NVIOA/�
approvid, why the cost of ( pnited States inade steel Or fbUndry prodLiCtS is Unreasonable. Prior to
award and UIVII SUbIlliSSiot') of' bid which does not LISC Steel PI-OdUCIS or foundry products imade
in the United States, the ity, through its director ofpublic works, shall inalke a deternl4m6on it'
the price of 1,4iited States made steel or foundry is unreasonable. I understand that violations
ll=Lindcr niay result in forfleiture of contractual payments.
I hereby Aff"IAIII Under the penalties of perjury that the lads and information contained in (lie f'oregoing b�id for
public work are tIlle alld COIIWt.
e7
Datd this day ofAf""!-20,2&
L C',
71
-- -- --------- ..... . . ............ .. ..
Signature or hs Agent
. . .......... .... .. ............ . ... ...... _Z.
Printed Narne and I 41c
Subscribed and swovn tobelbre rw this 1,�dda 2 0 qb
y of'--
kly (701)1111ussiojl Expires
No airy 1`1 blic
County of Residence __M wn't
Noik'offihshm "warm-DOwnivw Ajbh1 Nun Iran C :,rm
8 LOSCHIEN
NOTARY PUBLIC
SEAL
MONROE COUNFry, STATE OF INDIANA
COMMISSION NO, NP0723473
MY COMMISSION EXPIRES NOV 11, 2027
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 06/17/2020
Name Patrick Sherman Department VPA
BPW Date 06/23/2020 Phone Extension 5601
Review and Approval Required Prior to Submittal to Board
Diversity Compliance
and Inclusion Officer ❑ Officer Name
BPW Attorney ® Attorney Name Clara McDaniels
Dept. Attorney ® Attorney Name Clara McDaniels
Purchasing ❑
Check the Appropriate
Item Type — Re uired or All Submissions
® Professional Services Agreement
❑ Contract
❑ Proposal
❑ Open Market Contract
❑ Amendment/Addendum
❑ Special Purchase, QPA
❑ Bid Opening
❑ Bid Award
❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening
❑ Quote Award
❑ Reject Bids/Quotes
❑ Proposal Opening
❑ C/O & PCA No.
❑ PCA
❑ Chg. Order, No.
❑ Traffic Control
❑ Resolution
❑ Other:
❑ Ease./Encroach
Company or Vendor Name
New Vendor
MBE/WBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Information
LLC
❑ Yes ❑ If Yes, Approved by Purchasing
❑ No
El Yes
❑ WWBE Completed E-Verify Form Attached ❑ No
River Lights
PROJ00000177
NEA and Community Foundation Grants
201-11-201-201-444000-PROJ00000177
$12,500.00
Phased NTE.
For the design of additional River Lights on the Jefferson St. Bridge.
For Change Orders Only
Amount of ❑ Increase $
❑ Decrease ($ )
Previous Amount
Increase
Current Percent of Change: Decrease
New Amount $
Increase
Total Percent of Change: Decrease
Time Extension Amount:
New Completion Date: