HomeMy WebLinkAboutContract - Northern Indiana Workforce Board - Pathways ProgramAGREEMENT FOR SERVICES
BY AND BETWEEN THE CITY OF SOUTH BEND, ACTING BY AND
THROUGH ITS BOARD OF PUBLIC WORKS, AND
NORTHERN INDIANA WORKFORCE BOARD, INC.
THIS AGREEMENT is made effective the 131h day of December, 2016, by and
between the City of South Bend, Indiana, Acting By and Through its Board of Public Works,
having its offices at 1300 County -City Building, 227 West Jefferson, South Bend, Indiana,
46601 ("BPW") and NORTHERN INDIANA WORKFORCE BOARD, INC., ("NIWB" or
"Provider"), having its principal place of business at South Bend, Indiana.
WITNESSETH:
WHEREAS, the BPW is a contracting body of the City of South Bend and exists and
operates under the provisions of I.C. 36-4-9-5, as amended from time to time; and
WHEREAS, pursuant to I.C. 36-4-4-2(a); 36-4-5-3; 36-1-3-2 and 36-1-3-3, the BPW has
the power and duty to assist the Executive in the efficient government of the City; and
WHEREAS, the BPW has contracted for programs intended to assist the City in
community and economic development through efforts promoting workforce solutions for
people, business and communities; and
WHEREAS, NIWB works to develop, implement, foster and encourage collaborative
and economic development through efforts promoting workforce solutions for people, business
and communities; and
WHEREAS, NIWB is a not -for -profit domestic corporation created to promote
community development within the City of South Bend, Indiana, and has knowledge, experience
and expertise to deliver Workforce Development Programs; and
WHEREAS, the BPW has determined that due to NIWB's knowledge, experience and
expertise, it is in the best interests of the City through BPW to retain NIWB's services to assist
the City in accomplishing Programs to administer training programs with multiple community
partners in the City of South Bend and the City of Mishawaka; and
WHEREAS, NIWB is willing to assist the City in its efforts by providing the requested
services which are more specifically described below and are subject to the terms and conditions
of this Agreement; and
WHEREAS, the City, by and through its City Common Council, has appropriated funds
as required by I.C. 5-22-17-3 and authorized the expenditure of these funds for the purposes set
forth in this Agreement; and
WHEREAS, this Agreement hereby supersedes and replaces any and all writings or pre-
existing Agreements between NIWB and the City of South Bend, Indiana and any such pre-
existing agreement between NIWB and the City of South Bend, Indiana shall be considered void.
NOW THEREFORE, in consideration of the mutual promises and obligations in
this Agreement, the parties now agree as follows:
SECTION 1. Definitions. For purposes of this Agreement, the following terms
have the meanings referred to in this Section:
BPW: The term `BPW" shall mean the Board of Public Works of the City
of South Bend.
City Controller: The term "City Controller" shall mean the City Controller or
Acting City Controller appointed pursuant to Indiana Code § 36-
4-9-6.
City's Internal
Auditor: The term "City's Internal Auditor" shall mean the City Controller
or any person appointed or retained by the City Controller or the
Commission for the purpose of auditing the Provider for this
Agreement or other agreements of the City.
Competitive Bidding
Requirements: Indiana Code § 36-1-12 with respect to contracts for construction,
reconstruction, alteration, repair or renovation of a structure or
improvement, and Indiana Code § 5-22 and Common Council
Resolution 2690-98 to other transactions.
Contract
Administrator: The term "Contract Administrator" shall refer to the Assistant
Executive Director of the Department of Community Investment,
City of South Bend.
Effective Date: The term "Effective Date" shall have the meaning ascribed to such
term in the opening paragraph of this Agreement.
Expiration Date: The term "Expiration Date" shall mean December 31, 2017
Requested Services: The term "Requested Services" shall mean the services described
at EXHIBIT "A" as well as other related expertise and assistance
to the City by Provider.
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Taxes: All governmental assessments, franchise fees, excises, license and
permit fees, levies, charges and taxes, of every kind and nature
whatsoever, which at any time during the Term may be assessed,
levied, or imposed on, or become due and payable out of or in
respect of, (i) activities conducted on behalf of the City.
NIWB: The term "NIWB" shall mean Northern Indiana Workforce Board,
Inc., organized under the laws of the State of Indiana and having
its offices branded as WorkOne in South Bend, Indiana. For
purposes of this Agreement, "Provider" shall herein mean
"NIWB".
SECTION 2. Retention and Acceptance of Provider, Schedule of Services.
A. The BPW hereby retains the Provider to provide the City the Requested Services
that are more specifically described at EXHIBIT "A" attached hereto and incorporated herein.
The Provider hereby accepts the appointment to provide the Requested Services and agrees to
provide the Requested Services under the terms and conditions set forth in this Agreement.
B. Upon receipt of a notice to proceed from the Contract Administrator, the Provider
shall commence the Requested Services in accordance with the terms and conditions of this
Agreement and the schedule established for Project ("Project Schedule") or as otherwise
mutually agreed by the parties in writing. The Project Schedule is more particularly described at
EXHIBIT `B" attached hereto and incorporated herein. The Provider hereby certifies that it has
sufficient experience, expertise and financial aptitude to complete the Requested Services in the
manner and within the timeframe set forth in the Project Schedule.
C. Should the Provider fail to complete the Requested Services in accordance with
the terms and conditions of this Agreement including, but not limited to, in accordance with the
Project Schedule, the Contract Administrator may withhold payment due Provider. Further, if
the damages are imposed against Provider, any monies due and payable to the City thereby, may
be retained out of any monies earned by the Provider under the terms of this Agreement. An
extension of time may be granted in the event of extenuating circumstances by the Provider
applying for and receiving written permission for an extension of time from the BPW.
SECTION 3. Parties' Responsibilities.
A. Information and Communications. The BPW shall provide all reports, and other
data requested by the Provider necessary for the Provider to accomplish the Requested Services.
The BPW and the Provider agree that the BPW shall be permitted to obtain at no additional cost
and to retain any and all documents prepared or caused to be prepared by the Provider in
connection with the services to be provided by the Provider and the Provider agrees to provide
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the City with said documents upon request by City. Said documents may be used by the City or
others with respect to the City's undertakings with respect to the Project.
B. Reports and Budd. The Provider agrees to provide the Contract Administrator
and the Internal Auditor a report regarding the performance of the Requested Services and that
status of the Project in relation thereto, at least every fifteen (15) days following the Effective
Date of this Agreement or upon the written request of the Contract Administrator or the Internal
Auditor. The report must describe the Provider's progress in completing the Requested.
C. Project Budet. In exchange for the consideration set forth herein, the Provider
hereby agrees to develop and abide by the Project budget which shall not exceed Two Hundred
Forty Thousand and 00/100 Dollars ($240,000.00) ("Project Budget").
D. Final Report. The Provider shall provide to the BPW a final report within thirty
(30) days of the Termination Date of this Agreement summarizing the successes or failures of
this engagement and the Provider's delivery of the Requested Services in addition to a final
accounting of all revenues and expenditures as described above.
E. Records. The Provider agrees to keep and maintain, not less than two (2)
years after the termination of this Agreement, at its business office, separate and independent
records, reasonably satisfactory to the Internal Auditor and in compliance with Indiana law,
consistent with generally accepted accounting principles.
F. Point ofContact. The BPW hereby designates the Assistant Executive Director
of Community Investment (the "Contract Administrator") as the Provider's point of contact with
the BPW for purposes of this Agreement. The Contract Administrator shall be responsible for
the provision of information to the Provider under this Agreement.
G. Auditing Requirements. The Provider agrees to make all information available to
the Internal Auditor or any other entity as required by Indiana law. The Provider understands and
acknowledges that the City's Internal Auditor may perform, at any reasonable time and for a
period extending to two (2) years after the termination of this Agreement, a review of
understanding and completed contracts for compliance with contract provisions and hereby
agrees to provide the City's Internal Auditor prompt access to all information and documents
(whether electronic or otherwise) requested by the City's Internal Auditor for the purposes of
completing such audit, which such access must be provided at least during normal business
hours. Further, the Provider shall permit the City's Internal Auditor to audit, examine and make
excerpts of transcripts from such records and to make all contracts, invoices, materials, payrolls,
records of personnel, conditions of employment and other data relating to all matters covered by
this Agreement. At regular intervals during the term of this Agreement, the BPW may conduct
reviews of the content and progress of the Requested Services.
H. Form 990. The Provider agrees to file its annual Form 990 required under the
Internal Revenue Code and its accompanying regulations promptly with the Internal Revenue
Service and to submit a copy of said Form 990 (and all amendments thereto) to the City's
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Internal Auditor within five (5) days of their filing.
I. Revision of Requested Services If, as a result of such review hereunder, it is
the opinion of the BPW that revisions of the scope of the Requested Services are necessary or the
methods employed by the Provider are inappropriate, the City may require such revisions to the
scope or methods by notifying the Provider in writing.
J. Additional Auditing Requirements for Not -For -Pro zt Organizations The
Provider understands that not -for -profit entities receiving City of South Bend funds equal to or
greater than $100,000.00 are required to supply an independent audit. Audited financial reports
must be provided to the City's Internal Auditor on an annual basis, including any A-]33 Audits.
If the not -for -profit entity is required to submit an E-1 form to the Indiana State Board of
Accounts, the entity shall also forward a copy of the E-I to the City's Internal Auditor. The City
may also make an examination of the Provider's fidelity bonding and fiscal and accounting
procedures to determine whether these procedures meet the requirements of this Agreement.
K. Competitive Bidding Requirements To the extent funds provided to NIWB are
used for construction, reconstruction, alteration, repair or renovation of a structure or
improvement, Competitive Bidding Requirements shall be followed.
SECTION 4. Compensation.
A. Fees. As compensation for services performed pursuant to this agreement, the
BPW agrees to pay the Provider a fee in the amount of Two Hundred FortyThousand and 00/100
Dollars ($240,000.00) for services rendered (the "Contract Amount"). The Provider agrees to cap
administrative and program development costs at 10% of the Contract Amount.
A Invoices. The Provider shall submit an invoice for progress payments to the BPW
for services performed under this Agreement, which invoice shall identify the project, the task, a
description of the services completed and the time for each billing. Invoices shall be submitted
for services rendered. In the event of termination of this Agreement as provided in SECTION 6,
all non -disputed sums owing and due the Provider for services rendered shall be paid within
thirty (30) days of receipt of any invoice.
SECTION 5. Term.
The Term of this Agreement shall commence on December 131h• 2016, and shall terminate
on the earlier of December 31, 2017, or the Termination Date, as described at SECTION 6,
below. This Agreement shall be renewable on such terms and for such period as the Parties shall
agree in writing. Notwithstanding the foregoing, this Agreement is subject to annual
appropriations of sums sufficient to support such renewal term in accordance with Indiana Code
§ 5-22-17-3.
SECTION 6. Termination and Default.
A. Termination. This Agreement shall expire on the earlier of. (i) the Expiration Date
without notice to either party; (ii) within twenty (20) days of an offending party's receipt of a
Default Notice (as defined below) if such default or failure continues and remains uncured as
discussed in Section 6(B) below through no fault of the party initiating the termination (the
"Termination Date").
Upon termination of this Agreement for any reason, all data, electronic files, documents,
procedures, reports, estimates, summaries other work papers, financial statements and any other
supporting documents, whether completed or in process, accumulated by the Provider or
prepared or provided by BPW or the Provider relating to this Agreement or the Requested
Services shall be and remain the property of City and be delivered to the City in a usable form
within sixty (60) days of the Termination Date of this Agreement. The City shall retain or be
granted by the Provider without restriction all title, ownership, or intellectual property rights,
including copyright, patent, trademark, and trade secret rights, in any data gathered or generated
by the Provider in performance of the Requested Services under this Agreement.
B. De ault. Any failure by either party to perform any term or provision of this
Agreement, which failure continues uncured for a period of Twenty (20) Days following written
notice of such failure from the other party (the "Default Notice"), unless such period is extended
by written mutual consent, shall constitute a default under this Agreement. Any Default Notice
given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where
appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the
alleged failure is such that it cannot reasonably be cured within such 20-Day period, then the
commencement of the cure within such time period, and the diligent prosecution to completion
of the cure thereafter, shall be deemed to be a cure within such 20-Day period. Upon the
occurrence of a default under this Agreement, the non -defaulting party may institute legal
proceedings to enforce the terms of this Agreement or, in the event of a material default,
terminate this Agreement. If the default is cured, then no default shall exist and the noticing party
shall take no further action.
C. Misrepresentations. Notwithstanding any other provision of this Agreement to
the contrary, if a party intentionally, knowingly or recklessly makes a written representation
materially related to the provision of the Requested Services or the obligations of said party
under this Agreement, the other party may terminate the agreement immediately upon delivery of
a Default Note.
D. Project Close -Out. In the event that the Provider expends funds or perform
services that are less than the Contract Amount or if the Project is canceled, expired or
terminated for any reasons, the Contract Amount not incurred or claimed by the Provider shall be
no longer available under this Agreement after all compensation earned and reimbursable
expenses incurred as of the date the Provider received written notification of the cancellation or
termination Project have been paid.
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SECTION 7. Confidentiality, Conflict of Interest, and Disclosure.
A. Confidential Information. The Provider acknowledges that information which the
BPW regards as confidential or proprietary in nature ("Information"), may come to the
knowledge of the Provider during the Provider's performance of services. The Provider shall
treat the Information as strictly confidential and agrees that the Provider will not, at any time or
in any manner, either directly or indirectly, (i) use, or allowed to be used, any Information for the
Provider's own benefit or the benefit of any director, official, employee or agent or any third
party, or (ii) divulge, disclose or communicate in any manner any Information to any third party
without the written consent of the BPW. The Provider shall be responsible for maintaining the
confidentially of any Information in its possession, including taking appropriate measures to
secure said Information against such uses and dissemination and to inform any person to which it
allows to access such information of its confidentiality. The Provider shall be responsible for
any actions taken by those individuals or organizations who or which receive or obtain such
Information from the Provider. A violation of this SECTION 7 shall be deemed to be a material
breach of this Agreement.
B. Covenant Survive Agreement. The confidentiality provisions of this Agreement
remain in full force and effect after, and survive the termination of this Agreement.
C. Conflict of Interest. The Provider hereby certifies and agrees that no member,
officer, or employee of the City, or its designees or agents, no member of the governing body of
the Commission or the City of South Bend or the Provider (and no one with whom they have
family or business ties) who exercises any functions or responsibilities with respect to the Project
during his or her tenure or for one year thereafter, shall have any financial benefit, direct or
indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in
connection with the Project. The Provider further agrees that it will incorporate into every
written contract the following provision:
"INTEREST OF CONTRACTOR AND EMPLOYEES: The Contractor
covenants that no person who presently exercises any functions or
responsibilities in connection with the Community Development Program, and
no one with whom they have family or business ties, has any personal financial
benefit, direct or indirect in this Contract."
D. Uniform Conflict of Interest Disclosure Statement The Provider acknowledges
that he or she (or it and its directors, officer, employees and agents), may potentially be deemed
to be a "public servant" as defined by Indiana Code § 35-41-1-24. The Provider hereby
represents and certifies that it may enter into this agreement under Indiana Code § 35-44-1 and,
to the extent applicable, has executed and filed with the City and the appropriate bodies a
Uniform Conflict of Interest Disclosure Statement, the form of which is attached hereto and
incorporated herein as Exhibit C. The Provider has executed and filed with the City a
Contractor's Non -Collusion and Non -Debarment Affidavit, Certification Regarding Investment
with Iran, Employment Eligibility Verification, Non -Discrimination Commitment and
Certification of Use of United States Steel Products or Foundry Products.
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SECTION 8. Relationship.
A. Independent Contractor The Provider shall at all times be an independent
contractor rather than an employee of the City, and no act, action or omission to act by the
Provider shall in any way bind or obligate the City, except as specifically provided under the
terms of this Agreement. It is understood and agreed by the parties that the Provider will not be
entitled to any benefits enjoyed by the City or the staff of the City in the normal course of their
employment.
B. Tax Obligations. The Provider is solely responsible for compliance with federal,
state and local laws and regulations relating to taxes and social security payments that may be
required to be made in connection with the compensation provided under this Agreement. The
City, however, may file informational returns with the United States Internal Revenue Service or
similar state agency regarding payment made to the Provider in accordance with this Agreement
under conditions imposed by federal, state or local laws applicable to such payment. The City
shall provide IRS Form 1099 if applicable.
SECTION 9. Indemnification.
The Provider hereby agrees to defend, indemnify, and hold harmless the City, its
officials, directors, 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 or expiration of this Agreement.
SECTION 10. Equal Opportunity.
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.
SECTION 11. Entire Agreement.
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.
SECTION 12. Law Governing.
This Agreement shall be construed and interpreted according to the laws of the State of
Indiana.
SECTION 13. Assignment.
The Provider's obligations under this Agreement may not be assigned or transferred to
any other person or entity without the prior written consent of the City.
SECTION 14. Amendment.
This Agreement may be amended only by separate writing, approved by both the
Provider and the City.
SECTION 15. Notices.
All notices or other communications which are required or permitted under the terms of
this Agreement shall be sufficient if delivered personally, by registered or certified mail, return
receipt requested, or by generally recognized, prepaid, overnight air courier services, to the
address and individual set forth below. All such notices to either party shall be deemed to have
been provided when delivered, if delivered personally, three (3) days after mailed, if sent by
registered or certified mail, or the next business day, if sent by generally recognized, prepaid,
overnight air courier services.
City: Assistant Executive Director
Department of Community Investment
City of South Bend
1400 County City Building
South Bend, Indiana 46601
Telephone: (574) 235-5822
bpawlows@southbendin.gov
With a Copy to: Corporation Counsel's Office
227 West Jefferson Blvd.
1200 County -City Building
South Bend, Indiana 46601
Telephone: (574) 235-9241
Facsimile: (574) 235-7670
Provider Northern Indiana Workforce Board, Inc.
Greg Vollmer — President/CEO
851 S. Marietta St.
South Bend, IN 46601
Phone: 317.828.2751
Fax: 574.239.2672
Email: gvollmer@gotoworkone.com
With a Copy to: Northern Indiana Workforce Board, Inc.
Jeff Balogh — CFO
600 E. Carmel Drive, Suite 147
Carmel, IN 46032
Phone: 574.855.6148
Fax: 317.819.8329
Email: jbalogh@gotoworkone.com
SECTION 16. Counterparts.
This Agreement may be executed in counterparts, all of which shall be deemed originals.
SECTION 17. Corporate Authority.
The undersigned persons executing and delivering this Agreement on behalf of the
Provider represent and certify that they are the duly authorized officers of the Provider with
authority to execute this Agreement; that the Provider has the full legal right, power and
authority to enter into this Agreement and to grant the rights and perform the obligations of the
Provider herein; that no third party consent or approval is required to grant such rights or
perform such obligations hereunder; that this Agreement has been duly executed and delivered
by the Provider and constitutes a valid and binding obligation of the Provider, enforceable in
accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar Laws affecting creditors' rights generally or by general
equitable principles.
The undersigned persons executing and delivering this Agreement on behalf of the City
represent and certify that they are the duly authorized officers of the Provider with authority to
execute this Agreement, that they have been fully empowered, by proper resolution or action of
the Commission to execute and deliver this Agreement and that all necessary action has been
taken and done by the Commission to enter into this Agreement..
(remainder of page intentionally left blank)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first above written.
NORTHERN INDIANA WORKFORCE
BOARD, INC.
6
tv'r
FrintedNamea Tide
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC
WWS
r
Gary Gilot, President
Ja s Mueller, Member
Elizabeth A. Maradik, Member
Therese Dorau, Member
Suzanna rriizberg, M mber
ATTEST:
-LApda Martin, Clerk
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EXHIBIT "A"
Requested Services
• NIWB will assist the Coordinator with the recruitment of participants
• NIWB will handle all the bills associated with the provision of direct training
• NIWB and the Coordinator will coordinate monitoring participant's progress
• NIWB will enroll/train a minimum number of qualified South Bend residents for job
training program
• NIWB will ensure all enrollees /trainees will have a valid Driver's License or State issued
Identification Card reflecting an address within the city limits
• NIWB will provide reports indicating the number of applicants enrolled
• NIWB will provide reports on the number of successful training completions
• NIWB will provide reports on the number of applicants in On -the -Job Training (OJT)
• NIWB will provide reports on the number of transitioned from OJT to full time -
employment
• NIWB will provide reports on the number of employers engaged in the training program
• NIWB will provide reports on the number of employers hiring
• NIWB will place a strong emphasis on assisting enrollees /trainees with creating
professional/up- to -date resumes formatted to fit the needs of potential employers
• NIWB will track and report all training participants' weekly wages before the start of the
program and after job placement
• NIWB will track and report all participants that are going from unemployed to employed
• NIWB will track and report the number of participants that are increasing their skills
from current employment to a better job prospect
• NIWB will assist and work with the program coordinator to engage Community Leaders
and Organizations to promote in the accountability and provision of services available
and accessible to those most in need.
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EXHIBIT `B"
Activity/Methods
Evaluation
Goals
Timeframe
Accomplishments
Measures
WorkOne will
Number of
100
Ongoing
assist the
participants
Coordinator with
the recruitment of
participants.
WorkOne will
Paid
Ongoing
handle all bills
Invoices/bills
associated with the
provision of direct
training.
WorkOne and the
Number of
Bi-monthly
Coordinator will
meetings/
coordinate
database
monitoring
maintenance
participant's
progress.
WorkOne will
Number of
100
Ongoing
enroll/train a
South Bend
minimum number
residents in
of qualified South
job training
Bend residents for
session
job training
program.
WorkOne will
Number of
100
Ongoing
ensure all
applicants
enrollees/trainees
with valid
have a valid
driver's
Driver's License
license or
or State issued
identification
Identification
cards
Card reflecting an
address within the
city limits
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BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date December 6, 2016
Name Sarah Heintzelman Department Comm Inv
BPW Date December 13th, 2016 Phone Extension 5842
Required Prior to Submittal to Board
Legal ® Attorney Name Michael Schmidt
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 Appropriate Item Type — Required forAll Submissions
❑ Agreement ® Contract ❑ Proposal ❑ Addendum
❑ Bid Opening
❑ Quote Opening
❑ Chg Order No.
Ease./Encroach.
Other:
Company or Vendor Name
New Vendor
MBE/WBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Amount of
❑ Bid Award
❑ Quote Award
❑ C/O & PCA No.
❑ Traffic Control
❑ Req. to Advertise ❑ Title Sheet
❑ PCA
Resolution
Claim
squired Information
Indiana Workforce Board (NIWB) Inc.
U Yes U If Yes, Approved by Purchasing
® No
❑ MBE Completed E-Verify Form Attached ❑ Yes
❑ WBE ❑ No
Pathways Program
EDIT
408-1001-460-31.06
$240,000
Training programs to train necessary skills to under skilled
workers to meet labor needs in the community.
For Chanqe Orders Only
Increase
Decrease
Previous Amount $
Current Percent of Change: %
New Amount $
Total Percent of Change: %
Dispersal After Approval
Copy
® Sarah Heintzelman, Community Investment
® Judy Love, Community Investment
® Brian Pawlowski, Community Investment