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HomeMy WebLinkAbout06. Global Learning Agreement AGENDA MEMO DATE: July 26, 2011 TO: Mayor and Members of the City Council FROM: Office of the City Manager By: Thad Phillips, Director of Community Services SUBJECT: RENEWAL AGREEMENT WITH GLOBAL LEARNING, INC. FOR TRAINING SERVICES FOR THE ASPIRE PROGRAM IN THE AMOUNT OF $42,525 RECOMMENDATION That the City Council approve the renewal agreement with Global Learning, Inc. to provide training services for the After School Program for Information, Recreation and Education (ASPIRE). DISCUSSION The ASPIRE program has implemented a Literature based LitART enrichment curriculum to ensure consistency in after school program delivery. The LitART curriculum consists of eight (8) themes and Global Learning will provide ongoing training to support staff in the execution of the curriculum and best practice methods. The attached contract Exhibit A describes the scope of work for the curriculum training for the participating ASPIRE staff. Global Learning has successfully provided training to staff since January 2005. The term of the agreement would be from July 1, 2011 to June 30, 2012 and the cost is $42,525. FINANCIAL IMPACT No impact to the General Fund for ASPIRE staff program training. The funding is from the After School Education and Safety (ASES) State grant. CITY OF DOWNEY, CALIFORNIA AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF DOWNEY AND GLOBAL LEARNING, INC. Dated as of July 1, 2011 AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF DOWNEY AND GLOBAL LEARNING, INC. TABLE OF CONTENTS PAGE SECTION 1. TERM OF AGREEMENT 1 SECTION 2. SCOPE OF SERVICES 1 SECTION 3. ADDITIONAL SERVICES 1 SECTION 4. COMPENSATION AND METHOD OF PAYMENT 1 SECTION 5. CONSULTANT'S BOOKS AND RECORDS 2 SECTION 6. STATUS OF CONSULTANT 2 SECTION 7. STANDARD OF PERFORMANCE 3 SECTION 8. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES 3 SECTION 9. NONDISCRIMINATION 3 SECTION 10. UNAUTHORIZED ALIENS 4 SECTION 11. CONFLICTS OF INTEREST 4 SECTION 12. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION 4 SECTION 13. ASSIGNMENT 5 SECTION 14. CONTINUITY OF PERSONNEL 5 SECTION 15. TERMINATION OF AGREEMENT 5 SECTION 16. DEFAULT 6 SECTION 17. NOTICES 6 SECTION 18. AUTHORITY TO EXECUTE 6 -i- SECTION 19. BINDING EFFECT 7 SECTION 20. MODIFICATION OF AGREEMENT 7 SECTION 21. WAIVER 7 SECTION 22. LAW TO GOVERN; VENUE 7 SECTION 23. ENTIRE AGREEMENT 7 SECTION 24. SEVERABILITY 7 EXHIBITS EXHIBIT “A” SCOPE OF SERVICES A-1 EXHIBIT “B” COMPENSATION B-1 -ii- AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF DOWNEY AND GLOBAL LEARNING, INC. This AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF DOWNEY AND GLOBAL LEARNING, INC. (“AGREEMENT”), is made and entered into this 1st day of July, 2011 by and among the City of Downey, a municipal corporation ("CITY") and ("CONSULTANT") or successors. In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: SECTION 1. TERM OF AGREEMENT. The term of this AGREEMENT shall be for one (1) year beginning on the 1st day of July, 2011 and ending on the 30th day of June, 2012. THIS AGREEMENT is subject to the provisions of SECTION 15 "TERMINATION OF AGREEMENT". SECTION 2. SCOPE OF SERVICES. CONSULTANT agrees to perform the services set forth in EXHIBIT "A" "SCOPE OF SERVICES" and made a part of this AGREEMENT. SECTION 3. ADDITIONAL SERVICES. CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT which are in addition to or outside of those set forth in this AGREEMENT or listed in EXHIBIT "A" "SCOPE OF SERVICES", unless such additional services are authorized in advance and in writing by the City Manager of CITY. CONSULTANT shall be compensated for any such authorized additional services in the amounts and in the manner agreed to in writing by the City Council or City Manager. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this AGREEMENT, CITY agrees to pay CONSULTANT the amount specified in EXHIBIT "B" " COMPENSATION" and made a part of this AGREEMENT. (b) CONSULTANT shall furnish to CITY an original invoice for all work performed during the work period corresponding to the compensation schedule. The CITY shall independently review each invoice submitted by the CONSULTANT to determine whether the work performed is in compliance with the provisions of this AGREEMENT. In the event that no charges are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges are disputed by CITY, the original invoice shall be returned within thirty (30) days of receipt by CITY to CONSULTANT for correction and resubmission. 1 (c) Except as to any charges for work performed by CONSULTANT which are disputed by CITY, CITY will use its best efforts to cause CONSULTANT to be paid within thirty (30) days of receipt of CONSULTANT'S invoice. (d) Payment to CONSULTANT for work performed pursuant to this AGREEMENT shall not be deemed to waive any defects in work performed by CONSULTANT. SECTION 5. CONSULTANT’S BOOKS AND RECORDS. (a) CONSULTANT shall maintain any and all documents and records demonstrating or relating to CONSULTANT’S performance of services pursuant to this AGREEMENT. CONSULTANT shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work. Services, expenditures and disbursements charged to CITY pursuant to this AGREEMENT. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by CONSULTANT pursuant to this AGREEMENT. Any and all such documents or records shall be maintained for three years from the date of execution of this AGREEMENT and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon written request by CITY or its designated representative. Copies of such documents or records shall be provided directly to the CITY for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at CONSULTANT’S address indicated for receipt of notices in this AGREEMENT. (c) Where CITY has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of CONSULTANT’S business, CITY may, by written request, require that custody of such documents or records be given to the requesting party and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to CITY, as well as to its successors-in-interest and authorized representatives. SECTION 6. STATUS OF CONSULTANT. (a) CONSULTANT is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of the CITY. CONSULTANT shall have no authority to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against CITY, whether by contract or otherwise, unless such authority is expressly conferred under this AGREEMENT or is otherwise expressly conferred in writing by CITY. 2 (b) The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT’S exclusive direction and control. Neither CITY, nor any elected or appointed boards, officers, officials, employees or agents of CITY, shall have control over the conduct of CONSULTANT or any of CONSULTANT’S officers, employees or agents, except as set forth in this AGREEMENT. CONSULTANT shall not at any time or in any manner represent that CONSULTANT or any of CONSULTANT’S officers, employees or agents are in any manner officials, officers, employees or agents of CITY. (c) Neither CONSULTANT, nor any of CONSULTANT’S officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to CITY’S employees. CONSULTANT expressly waives any claim CONSULTANT may have to any such rights. SECTION 7. STANDARD OF PERFORMANCE. CONSULTANT represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this AGREEMENT in a thorough, competent and professional manner. CONSULTANT shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this AGREEMENT, CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of CONSULTANT under this AGREEMENT. SECTION 8. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. CONSULTANT shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this AGREEMENT. CONSULTANT shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this AGREEMENT. Neither CITY, nor any elected or appointed boards, officers, officials, employees or agents of CITY, shall be liable, at law or in equity, as a result of any failure of CONSULTANT to comply with this section. SECTION 9. NONDISCRIMINATION CONSULTANT shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this AGREEMENT and shall comply with the provisions of the State Fair Employment Practices Act as set forth in Part 4.5 of the Division 2 of the California Labor Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and all amendments thereto; Executive Order No. 11246; and all administrative rules and regulations issued pursuant to such acts and order. 3 SECTION 10. UNAUTHORIZED ALIENS. CONSULTANT hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should CONSULTANT so employ such unauthorized aliens for the performance of work and/or services covered by this AGREEMENT, and should any liability or sanctions be imposed against CITY for such use of unauthorized aliens, CONSULTANT hereby agrees to and shall reimburse CITY for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by CITY in connection therewith. SECTION 11. CONFLICTS OF INTEREST. (a) CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT’S performance of services under this AGREEMENT. CONSULTANT further covenants that in the performance of this AGREEMENT, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. CONSULTANT agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of CITY in the performance of this AGREEMENT. (b) CITY understands and acknowledges that CONSULTANT is, as of the date of execution of this AGREEMENT, independently involved in the performance of non-related services for other governmental agencies and private parties. CONSULTANT is unaware of any stated position of CITY relative to such projects. Any future position of CITY on such projects shall not be considered a conflict of interest for purposes of this section. SECTION 12. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by CONSULTANT in performance of this AGREEMENT shall be considered confidential, unless such information is in the public domain or already known to CONSULTANT. CONSULTANT shall not release or disclose any such information or work product to persons or entities other than CITY without prior written authorization from the City Manager, except as may be required by law. (b) CONSULTANT, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager unless requested by the City Attorney of CITY, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this AGREEMENT. Response to a subpoena, summons, notice of deposition, request for documents, interrogatories, request for admissions, or any other discovery request or court order shall not be considered "voluntary" provided CONSULTANT gives CITY notice of same. 4 (c) If CONSULTANT, or any officer, employee, agent or subcontractor of CONSULTANT, provides any information or work product in violation of this AGREEMENT, then CITY shall have the right to reimbursement and indemnity from CONSULTANT for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of CONSULTANT’S conduct. (d) CONSULTANT shall promptly notify CITY should CONSULTANT, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this AGREEMENT and the work performed thereunder. CITY retains the right, but has no obligation, to represent CONSULTANT or be present at any deposition, hearing or similar proceeding. CONSULTANT agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to discovery requests provided by CONSULTANT. However, this right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response. SECTION 13. ASSIGNMENT. The expertise and experience of CONSULTANT are material consideration for this AGREEMENT. CITY has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon CONSULTANT under this AGREEMENT. In recognition of that interest, CONSULTANT shall not assign or transfer any portion of this AGREEMENT or the performance of any of CONSULTANT’S duties or obligations under this AGREEMENT without the prior written consent of the City Council or City Manager. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this AGREEMENT entitling CITY to any and all remedies at law or in equity, including summary termination of this AGREEMENT. SECTION 14. CONTINUITY OF PERSONNEL. CONSULTANT shall make every reasonable effort to maintain the stability and continuity of CONSULTANT’S staff assigned to perform the services required under this AGREEMENT. CONSULTANT shall notify CITY of any changes in CONSULTANT’S staff assigned to perform the services required under this AGREEMENT, prior to any such performance. SECTION 15. TERMINATION OF AGREEMENT. (a) CITY may terminate this AGREEMENT, with or without cause, at any time by giving fifteen (15) days written notice of termination to CONSULTANT. In the event such notice is given, CONSULTANT shall cease immediately all work in progress. (b) If either CONSULTANT or CITY fail to perform any material obligation under this AGREEMENT, then, in addition to any other remedies, either CONSULTANT, or CITY may terminate this AGREEMENT immediately upon written notice. 5 (c) Upon termination of this AGREEMENT by either CONSULTANT or CITY, all property belonging exclusively to CITY which is in CONSULTANT’S possession shall be returned to CITY. CONSULTANT shall furnish to CITY a final invoice for work performed and expenses incurred by CONSULTANT up to the date of notice of termination, prepared as set forth in SECTION 4 of this AGREEMENT. This final invoice shall be reviewed and paid in the same manner as set forth in SECTION 4 of this AGREEMENT. SECTION 16. DEFAULT. In the event of a default either party may terminate this agreement as provided in SECTION 15. Default shall mean any failure to comply with any covenant, condition or term of this AGREEMENT. SECTION 17. NOTICES. All notices required or permitted to be given under this AGREEMENT shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To CITY: Thad Phillips Director of Community Services City Of Downey 11111 Brookshire Ave Downey, California 90241-7016 Tel: (562) 904-7236 FAX: (562) 904-7296 To CONSULTANT: Paul Ahrens-Gray Global Learning, Inc. th 2715 SE 19 Avenue Portland, Oregon 97202 (503) 788-7666 paul@globallearninginc.com Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 18. AUTHORITY TO EXECUTE. The person or persons executing this AGREEMENT on behalf of CONSULTANT warrants and represents that he/she/they has/have the authority to execute this AGREEMENT on behalf of their corporation and warrants and represents that he/she/they has/have the authority to bind CONSULTANT to the performance of its obligations hereunder. 6 SECTION 19. BINDING EFFECT. This AGREEMENT shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION 20. MODIFICATION OF AGREEMENT. No amendment to or modification of this AGREEMENT shall be valid unless made in writing and approved by the CONSULTANT and by the City Manager. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 21. WAIVER. Waiver by any party to this AGREEMENT of any term, condition, or covenant of this AGREEMENT shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this AGREEMENT shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this AGREEMENT. Acceptance by CITY of any work or services by CONSULTANT shall not constitute a waiver of any of the provisions of this AGREEMENT. SECTION 22. LAW TO GOVERN; VENUE. This AGREEMENT shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. SECTION 23. ENTIRE AGREEMENT. This AGREEMENT, including the attached EXHIBITS "A" through "B", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between CONSULTANT and CITY prior to the execution of this AGREEMENT. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. No amendment to this AGREEMENT shall be valid and binding unless in writing duly executed by the parties or their authorized representatives. SECTION 24. SEVERABILITY. If a term, condition or covenant of this AGREEMENT is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this AGREEMENT shall not be affected thereby and the AGREEMENT shall be read and construed without the invalid, void or unenforceable provision(s). 7 Exhibit “A” SCOPE OF SERVICES Elementary Programs A. Confirm Training Objectives with the ASPIRE Program Leadership Initial project discussion. Global Learning staff will consult with the project director and program coordinators to confirm training goals. Periodic review of progress. Following the initial project discussion, Global Learning staff will confer at least four (4) times with ASPIRE leadership to discuss progress and findings. B. Conduct LitART Training Sessions Provide onsite training, professional development, and support necessary to implement the LitART curriculum in the ASPIRE after school program. After School Literacy Institute o Theme 1: Choices and Choices – Green Series o Theme 2: Family Time – Green Series o Theme 3: Poems & Songs – Green Series o Theme 4: Cultural Encounters – Green Series o Theme 5: Peace & Heroes – Green Series o Theme 6: Animal Antics – Green Series o Theme 7: Insects & Amphibians – Green Series o Theme 8: Holiday & Humor – Green Series o C. Provide Additional ASPIRE Project Support LitART Certification Model. Provide the LitART 100 Indicators of Quality Tool; LitART Classroom Observation Tool, and Staff Tracking Tool. Train ASPIRE Site Directors. Global Learning will train ASPIRE Site Directors in LitART training tools to prepare them to assist in the delivery of the LitART training and coach staff on site. Conduct Site Director specific training during each observation period. Conduct classroom demonstrations. Global Learning will provide onsite demonstrations and observations to help staff meet the LitART certification requirements. A-1 Exhibit “B” COMPENSATION Global Learning Inc. will be paid $42,525 for the training services on the following schedule: ACTIVITY AMOUNT August 31, 2011 $13,725 Milestones: Completion of LitART Institute trainings on 8/29 Completion of LitART training on 8/30 and 8/31 October 29, 2011 $11,400 Milestone: Completion of ten (10) LitART site observations 10/17 – 10/28/11 Completion of LitART training on 10/22/11 February 24, 2012 $12,000 Milestone: Completion of nine (9) LitART site observations 2/14 – 2/24/12 Completion of ASPIRE LitART training on 2/18/12 April 27, 2012 $5,400 Milestone: Completion of five (5) LitART site observations 4/23 – 4/27/12 Total $42,525 B-1