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HomeMy WebLinkAbout6G(4) , 6 ( v) CONTRACT (PROJECT LEAD THE WAY) THIS CONTRACT (the "Agreement") is entered into as of the day of October, 2014 (the"Effective Date"), by and between the South Bend Community School Corporation, an Indiana public school corporation duly organized and validly existing under the constitution and laws of the State of Indiana (the "School Corporation"), and the South Bend Redevelopment Commission (the "Commission"), governing body of the South Bend Department of Redevelopment (the School Corporation and the Commission being sometimes collectively referred to herein as the "Parties"). RECITALS WHEREAS, the Commission exists and operates under the provisions of Indiana Code 36-7-14 (the"Act"); and WHEREAS, the School Corporation operates a public school system in St. Joseph County, Indiana; and WHEREAS, Project Lead the Way ("PLTW"), a national not-for-profit corporation headquartered in Indianapolis, Indiana, is the nation's leading provider of science, technology, engineering and math ("STEM") programs and high-quality teacher professional development, providing such educational and developmental programs to more than 5,000 schools across the United States, including 345 schools in Indiana; and WHEREAS, in March, 2014, PLTW announced that a five (5) county region in northern Indiana, including St. Joseph County, had been selected to become a model region for PLTW, providing all K-12 schools, both public and private, in the five (5) county region with the opportunity to implement PLTW's rigorous, world-class STEM programs in engineering, biomedical science, and computer science (the"PLTW Initiative") ; and WHEREAS, the PLTW initiative in St. Joseph County will provide specialized training and support for teachers and provide new ways to engage students with access to more rigorous STEM programs to better prepare students for career opportunities in STEM-related employment; and WHEREAS, the School Corporation previously implemented a PLTW engineering program at Riley High School in 2005 which has provided students at Riley High School with focused, project-based standards and industry-driven courses and, during the 2013-2014 school, Kennedy Primary Academy served as a pilot site for a new PLTW program known as Launch; and WHEREAS, the PLTW Initiative has resulted in a partnership with PLTW that permits partnering school corporations with access to a matching grant program to assist with a portion of the funding necessary for teacher training and equipment to permit schools to provide the educational programming to the students; and US.54807965.03 WHEREAS, as a result of the PLTW Initiative, the School Corporation expects that 22 of its schools located in the City of South Bend, Indiana (the "City Schools") will provide PLTW- directed STEM educational programming for its students and development for its teachers; and WHEREAS, the Department of Community Investment of the City (the "DCI") and the School Corporation have been engaged in discussions on collaborating to launch the PLTW programming in City Schools; and WHEREAS, the Commission has previously declared redevelopment and economic development areas in the City and designated such areas to be allocation areas for purposes of tax increment financing("TIF")pursuant to Section 39 of the Act; and WHEREAS, Indiana Code 36-7-25-7 ("Section 7") provides that the Commission may enter into a contract with an "eligible entity" to provide educational programs or any other programs designed to prepare individuals to participate in the competitive and global economy following findings of the Commission that such programs will promote redevelopment and economic development of the City, is of utility and benefit, and is in the best interests of the City's residents; and WHEREAS, Section 7 provides further the Commission may use any revenues legally - available to the Commission to fund such programming including TIF revenues, provided it may not spend more than 15% of the TIF Revenues it receives on such programming on an annual basis; and WHEREAS, the School Corporation constitutes an "eligible entity" as such term is defined by Section 7; and WHEREAS, the Commission desires to facilitate the implementation of the PLTW in the City Schools by contracting with the School Corporation to provide the PLTW programming in the City Schools and agreeing to pay an amount of its TIF revenues as described herein to the School Corporation for the School Corporation to use along with its own funds and other funds being made available for such purposes to provide the PLTW programming in the City Schools, all subject to the terms and conditions described herein; and WHEREAS, in considering to use its revenues for the purpose described above, the Commission has determined that the PLTW programming will promote the redevelopment and economic development of the City by better preparing City residents to participate in the competitive and global economy; and WHEREAS, the Parties hereto have determined to enter into this Agreement in order to formalize their understanding of each Party's related rights and obligations described herein; NOW,THEREFORE, in consideration of the mutual promises and obligations set forth in this Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: -2- US.54807965.03 1. General. (a) The representations, covenants, and recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made part of this Agreement as though they were fully set forth in this Section. (b) The Parties agree, subject to the further proceedings required by law, to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be necessary or appropriate, from time to time, to carry out the terms, provisions, and intent of this Agreement and to aid and assist each other in carrying out said terms,provisions, and intent. 2. Contract Amount and Purpose of Funds. The Commission agrees to pay to the School Corporation $542,716 (the "Contract Amount"). In consideration of the receipt of Contract Amount, the School Corporation agrees to apply the Contract Amount to the implementation of the PLTW programming in the City Schools. As used herein, implementation of the PLTW programming shall mean the provision of a STEM curriculum in the City Schools as provided by PLTW. 3. Contract Period. The term of the Contract shall commence on the Effective Date and shall extend until June 1, 2017(the"Contract Period"). 4. Payment Schedule. The Commission will make payments to the School Corporation in the following installments: (a) $280,000 on or before October 31,2014; (b) $170,000 on or before August 1, 2015; and (c) $92,716 on or before August 1, 2016. 5. School Corporation Matching Funds. The School Corporation agrees that it will expend during the term of this Agreement an amount equal to not less than $589,197 on PLTW programming in the City Schools. In addition, the School Corporation will apply funding that may be received from PLTW and the St. Joseph County Chamber of Commerce from time to time for such purposes. 6. Reporting Schedule. The School Corporation agrees to provide annually on or before August 1 of the second and final years of this Agreement a report with respect to the activities undertaken by the School Corporation to implement and operate PLTW programming in the City Schools. Such report shall include a summary of how the funds provided by the Commission under this Agreement were expended by the School Corporation and also the amount of School Corporation funds expended during the same time frame for PLTW programming. Such report shall also include any available demonstrative data showing the impact that PLTW programming has had on the education of the students participating in the PLTW programming. -3 - US.54807965.03 7. Restriction of Purpose and Repayment. The Contract Amount shall be used solely for the purposes specified in this Agreement and shall be so designated on the School Corporation's records. The School Corporation agrees to repay to the Commission any part of the Contract Amount that is not used for the purposes specified in this Agreement. 8. Accounting and Financial Records. The restrictions on the use of the Contract Amount as described herein shall be designated on the School Corporation's accounting and financial records. Under no circumstances may the Contract Amount be expended, borrowed (interfund), pledged, or transferred for reasons unassociated with the purpose of the Contract Amount described herein. 9. Compliance with Guidance from State Board of Accounts (the "SBOA"). The Commission and the School Corporation both acknowledge that they are subject to audit by the SBOA and agree that each will abide by final determinations of the SBOA regarding use of the Contract Amount as set forth herein, including without limitation, repayment of the Contract Amount by the School Corporation,within the period of time required by the SBOA, in the event the SBOA makes a final determination that repayment is required. 10. Verification of Financial Matters. Vouchers consisting of bills, invoices, cancelled checks, receipts, etc., which document a disbursement of the Contract Amount by the School Corporation, as well as all other books and records related to the Contract Amount, shall be retained by the School Corporation for at least two (2) years after final disbursement of the Contract Amount and may be examined by the Commission's representatives on reasonable notice during regular business hours. Copies of such documents shall also be furnished to the Commission at its request. 11. Additional Support. By entering into this Agreement,the Commission assumes no obligation to provide other future amounts to the School Corporation for PLTW programming. 12. Authority. The Commission and the School Corporation each represents and warrants that it has taken or will take such action(s) as may be required and necessary to enable each of such Parties to.execute this Agreement and to carry out fully and perform the terms, covenants,duties and obligations on its part to be kept and performed hereunder. 13. General Provisions. (a) No Joint Venture or Partnership. Nothing contained in this Agreement shall be construed as creating either a joint venture or partnership relationship between the Commission or the School Board. (b) Time of Essence. Time is of the essence of this Agreement. The Parties shall make every reasonable effort to expedite the subject matters hereof(subject to any time limitations described herein) and acknowledge that the successful performance of this Agreement requires their continued cooperation. (c) Breach. Before any failure of any party to this Agreement to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement,the party claiming such failure shall notify, in writing as provided herein,the - 4- US.54807965.03 party alleged to have failed to perform such obligation and shall demand performance. No breach of this Agreement may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within thirty(30) days of the receipt of such notice. If after said notice, the breaching party fails to cure the breach, the non-breaching party may seek any remedy available at law or equity. Notwithstanding the foregoing, the Parties each understand and agree that certain actions contemplated by this Agreement are required to be undertaken by persons, agencies or entities that are not party to this Agreement, and that any failure or refusal to act by such third parties shall not be deemed to be a breach of this Agreement by any party. (d) Amendment. This Agreement may be amended only by written instrument signed by all of the Parties hereto. (e) No Other Agreement. This Agreement supersedes all prior agreements, negotiations, and discussions relative to the subject matter thereof and is a full integration of the agreement of the Parties. (f) Severability. If any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity or property, is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants, agreements or portions of this Agreement and, to that end, any provisions, covenants, agreements or portions of this Agreement are declared to be severable. (g) Indiana Law. This Agreement shall be construed in accordance with the laws of the State of Indiana. (h) Notices. When written notice is required or permitted by this Agreement, it shall be sufficiently given, in the absence of a specific provisions to the contrary, if sent by overnight delivery, United States first-class mail, or hand delivery, in each case to the party to be in receipt thereof, at the addresses below: REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 227 W. Jefferson Boulevard Suite 1400 S South Bend, IN 46601 Attention: President with a copy to: Corporation Counsel's Office 227 W. Jefferson Blvd, Suite 1200 S South Bend, IN 46601 Attention: Cristal Brisco - 5 - US.54807965.03 1 SCHOOL CORPORATION South Bend Community School Corporation 215 S. St. Joseph Street South Bend,IN 46601 Attention: Superintendent with a copy to: Faegre Baker Daniels LLP 202 South Michigan Street Suite 1400 South Bend,IN 46601 (i) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. * * * * * * • - 6 - US.54807965.03 IN WITNESS THEREOF, the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION • President ATTEST: Secretary SOUTH BEND COMMUNITY SCHOOL CORPORATION President,Board of School Trustees ATTEST: Secretary, Board of School Trustees • (Signature Page to Contract related to Project Lead the Way Funding) US.54807965.03