HomeMy WebLinkAboutProfessional Services Agreement - BOLD Ltd - Community Investment RecordsM
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1316 COUNTY -CITY BUILDINGS
PHONE 574/ 235-9251
227 W. IEFFERSON BOULEVARD s5""
FAx 574/ 235-9171
SOUTH BEND_ INDIANA 46601-1830
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
August 27, 2019
Catherine Nelson
BOLT, Ltd.
127 S. Rowland Street
Cassopolis, MI 49031
RE: Professional Services Agreement
Dear Ms. Nelson:
The Board of Public Works, at its meeting held on August 27, 2019, approved the above
referenced agreement regarding scanning, indexing, and pick-up/delivery to the County -City
Building for all Department of Community Investment records, excluding Historic
Preservation Commission records, in the amount of $12,796.25.
Enclosed please find a copy of the agreement 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 August
22, 2019, (the "Effective Date"), by and between the City of South Bend, acting by and through
its Board of Public Works (the "City"), and BOLT, LTD., an Indiana corporation with an office
address at 127 S. Rowland Street, Cassopolis, MI 49031 (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 estimate attached hereto as 1 ax1 ibi t A (the "Scope of Work").
The Provider will undertake the Tasks (as defined in the Scope of Work) in consultation with the
City. 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. 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
a total sum not to exceed Twelve Thousand Seven Hundred Ninety -Six and 25/100 Dollars
($12,796.25) (the "Contract Amount"). The City will pay the Contract Amount in installments
upon invoicing by the Provider upon the completion of Tasks listed in the Scope of Work (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. "I"enn Ter�ation. 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,
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 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 10 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. lndernnilication of Cit . 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. Work Product: Ownership. 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 7nment. 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.
Provider: Cam:
BOLT LTD. City of South Bend
127 S. Rowland Street 227 W. Jefferson Boulevard, Suite 1400 S.
Cassopolis, MI 49031 South Bend, IN 46601
Attn: Catherine Nelson Attn: Mary Brazinsky, DCI
2
11. 1 QW11 0portugit -, Non-Discri,rairiatioa ;Cot fiance. 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
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.
12. Irac lA ree 'yVa ltppla . 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. No Waiver. No failure or delay on the part of either Party in exercising any right
under this Agreement will operate as a waiver of, or impair, any such right. No single or partial
exercise of any such right will preclude any other or further exercise thereof or the exercise of any
other right. No waiver of any such right will have effect unless given in a written document signed
by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right
hereunder.
14. Severability. In the event any portion of this Agreement shall be held illegal, void,
or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the
terms or conditions of this Agreement are in conflict with any applicable statute or rule of law,
then such terms and conditions shall be deemed inoperative to the extent that they may conflict
therewith and shall be deemed to be modified to conform to such law.
15. Entire Agaccpint° AinendmertV Applic �1 L. 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.
[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
BOARD OF PUBLIC S'
tj)4
Gary Gilot,' resident
Genevieve Miller, Member
Laura O'Sullivan, Member
ATTES,r:
Wda Martin, Clete.
BOLT LTD,
By:L�—ZIQ"4ZL_� II,"
Printed: Catherine E. Nelson
Position: President
4
EXHIBIT A
Scope of Work
[See attached.]
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 08/20/2019
Name Amanda Pie,������.�������,���������.����������� .................�.�._w�� _._......__��...m....�.�.. DCI
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BPW Date 08/27/20I9 Phone Extension 9330
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BPW Attorney Attorney Name
Dept. Attorney X
Attorney Name Sandra Kennedy
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BOLT Limited, Inc.
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X No
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Project Name
DCI Admin Scanning
Project Number
TBD
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Account No.
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2ll-1.0 01-460.31-06
Amount
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Terms of Contract
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Professional Services pre -scan prep, scanning records, indexi:-n--g each
document. Pick-up and delivery to County -City Building for all of DCI's
records excluding Historic Preservation.
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