HomeMy WebLinkAboutPSA - Technical and Project Management for Bloomberg Activities - Invanti LLC1316 COUNTY-C[TY BUILDING
227 W. JEFFERSON BOULEVARD
SOI ITH BEND. INDIANA 46601-1930
December 19, 2019
Mr. Dustin Mix
Invanti LLC
237 N Michigan St., Apt. 201
South Bend, IN 46601
RE: Professional Services Agreement
Dear Mr. Mix:
PHONE 574/235-9251
FAx 574/235-9171
The Board of Public Works, at its meeting held on December 19, 2019, approved the
above referenced for the technical and project management for Bloomberg activities in
the amount of $34,500.
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
BY AND BETWEEN THE CITY OF SOUTH BEND, INDIANA
AND INVANTI LLC
THIS AGREEMENT is made effective the December 19, 2019 by and between the
City of South Bend, Indiana (the "City"), a municipal corporation organized and operating under
the laws of the State of Indiana, acting by and through its Board of Public Works (the "Board")
for the benefit of its Department of Innovation & Technology (the "Department") and Invanti LLC,
a Delaware limited liability company with an address at 237 N Michigan St. within the City (the
"Consultant"), and each a "Party" and together the "Parties".
RECITALS
WHEREAS, the City has been awarded grants from the Bloomberg Foundation to advance
City's innovations addressing primary workforce barriers, the Department has identified needs
around delivery support and framework development that require additional delivery support; and
WHEREAS, the Department has identified the Consultant as a person with the experience
and expertise necessary to fulfill the requirements of the services described; and
WHEREAS, the Board, upon the advice of the Department, desires to retain the services
of the Consultant to support and advance the Projects, and the Consultant is willing to assist the
City in its efforts; and
WHEREAS, the Department has determined that it is in the best interests of the City to
retain Consultant's services and Consultant desires to provide such services to the City under the
terms and conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the mutual covenants and promises
contained herein, the City and Consultant hereby agree as follows:
Section 1. Duties of the Consultant. The Consultant shall provide the Services which
are more particularly described at 'xla bil "A" attached hereto and incorporated herein. The
Consultant certifies that it has sufficient experience and expertise to complete the Services and
will shall execute its responsibilities by following and applying at all times the highest professional
and technical guidelines and standards. The Consultant understands and agrees that it shall not
commence any additional work or change the scope of the Services provided unless authorized in
writing by the City. No claim for additional compensation shall be made by Consultant in the
absence of prior written approval of the Parties.
Section 2. Project Information. The Department shall provide reasonable access to,
and use of, any computers, software, technology, and other tools, as well as all documents, reports,
and other data necessary for the Consultant to accomplish the Services. The Parties agree that the
City shall be permitted to obtain at no additional cost and to retain any and all documents prepared
or caused to be prepared by the Consultant in connection with the Services, and the Consultant
agrees to provide the City with said documents upon request. Said documents may be used by the
City or others with respect to the City's reporting requirements and other purposes with respect to
the Projects.
The Board hereby designates the Chief Innovation Officer or her designee to serve on
behalf of the Board as the Consultant's principal point of contact for purposes of this Agreement.
The Chief Innovation Officer or her designee will be responsible for the provision of relevant
information to the Consultant concerning the Projects and the Services to be rendered by the
Consultant in connection with the Projects.
Section 3. Consideration. The Consultant will be paid in partial installments
according to project milestones, and the total consideration under this Agreement shall not exceed
the sum of Thirty -Four Thousand Five Hundred Dollars ($34,500.00). Any payment that the City
may deny or withhold or delay shall not be subject to penalty or interest under Indiana Code § 5-
17-5.
Section 4. Term and Renewal Option. This Agreement shall be effective for a period
of twelve (12) months commencing on December 19, 2019 ("Effective Date") and shall end no
later than December 19, 2020 ("Expiration Date").
Section 5. Assignment; Successors. The Consultant shall not assign or subcontract
the whole or any part of this Agreement to any other person or entity without the prior written
consent of the City.
Section 6. Relationship/Independent Contractor. Both Parties, in the performance
of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint
venturers or associates of one another. The employee(s) or agent(s) of one Party shall not be
deemed or construed to be the employee(s) or agent(s) of the other Party for any purpose
whatsoever. Neither Party will assume liability for any injury (including death) to any person(s),
or damage to any property, arising out of the acts or omissions of the agents, employees or
subcontractors of the other Party.
Consultant 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 Consultant 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 7. Confidentiality. The Consultant acknowledges that information which the
City regards as confidential or proprietary in nature (the "Information"), may come to the
knowledge of the Consultant during the Consultant's performance of services. The Consultant
shall treat the Information as strictly confidential and agrees that the Consultant will not, at any
time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any Information
for the Consultant'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 City. The Consultant shall be responsible for maintaining
the confidentiality 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 the confidentiality thereof. Notwithstanding anything to the
contrary contained in this Agreement, the Parties will adhere to their respective obligations under
the Indiana Access to Public Records Act, and nothing herein will be construed to relieve either
Party of such obligations. The confidentiality provisions of this Agreement remain in full force
and effect after, and survive the termination of, the Term of this Agreement.
Section 8. Indemnification. The Consultant hereby agrees to defend, indemnify, and
hold harmless the City, its officials, members, employees, and agents from any and all claims of
any nature which arise from the performance by the Consultant under this Agreement and from all
costs and attorney fees in connection therewith, excepting for claims pertaining to this Agreement
that arise out of the negligence or intentional acts of the City, its officials, members, employees,
and agents. The obligations of the Parties under this Section shall survive the termination of this
Agreement.
Section 9. Funding Cancellation and Payments. In accordance with I.C. 36-1-12.5-
5(d)(4), payments by the City are subject to annual appropriation by its fiscal body. When the City
makes a written determination that funds are not appropriated or otherwise available to support
continued performance of this Agreement, this Agreement shall be cancelled. A determination by
the City that funds are not appropriated or otherwise available to support continuation of the
performance shall be final and conclusive.
Section 10. Termination. This Agreement may be terminated, in whole or in part, by
the City whenever, for any reason, the City determines that such termination is in the best interest
of the City. Termination shall be affected by delivery to the Consultant of written notice at least
thirty (30) days prior to termination effective date, specifying the extent to which performance of
services must cease. The Consultant shall be compensated for satisfactory performance prior to
the notice date of termination but in no case shall total payment made to Consultant exceed the
original consideration set forth in the Agreement.
Section 11. Counterparts. This Agreement may be executed in counterparts, all of
which shall be deemed originals.
Section 12. Governing Law; Jurisdiction; Compliance with Laws. This Agreement
shall be construed and interpreted according to the laws of the State of Indiana without regard to
conflicts of laws statutes. Any dispute arising under the terms of this Agreement shall be filed in
any court of competent jurisdiction in St. Joseph County, Indiana. The Consultant agrees to
comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all
provisions required thereby are hereby incorporated herein by reference. Consultant shall comply
with federal, state and local law in its hiring and employment practices and policies for any activity
covered by this Agreement. Further, the City shall not be required to pay for Services that are
inconsistent with or in violation of this Agreement nor for any Services performed in violation of
federal, state or local statute, ordinance, rule or regulation
Section 13. Non -Collusion and Acceptance. The undersigned attests, subject to the
penalties for perjury, that he is the Consultant, that it has not, directly or indirectly, to the best of
its principal's knowledge, entered into or offered to enter into any combination, collusion or
agreement to receive or pay, and that it has not received or paid, any sum of money or other
consideration for the execution of this Agreement other than that which appears upon the face of
this Agreement.
Section 14. E-Verify. The Consultant affirms under the penalties of perjury that it does
not knowingly employ an unauthorized alien. The Consultant shall enroll in and verify the work
eligibility status of all its newly hired employees, if any, through the E-Verify program as defined
in IC 22-5-1.7-3. The Consultant shall not knowingly employ or contract with an unauthorized
alien, and the Consultant shall not retain an employee or contract with a person that the Consultant
subsequently learns is an unauthorized alien.
The Consultant is not required to participate in the E-Verify program should the E-Verify
program cease to exist. Additionally, the Consultant is not required to participate if the Consultant
is a self-employed individual and does not employ any employees.
The City may terminate for default if the Consultant fails to cure a breach of this provision
no later than thirty (30) days after being notified by the City.
Section 15. Minority and Women's Enterprise Diversity Development. Persons,
partnerships, corporations, associations, or joint venturers awarded a contract by the City of South
Bend through its agencies, boards, or commissions shall not discriminate against any employee or
applicant for employment in the performance of a City contract with respect to hire, tenure, terms,
conditions, or privileges of employment, or any matter directly or indirectly related to employment
because of race, sex, religion, color, national origin, ancestry, age, or disability that does not affect
that person's ability to perform the work.
In awarding contracts for the purchase of work, labor, services, supplies, equipment,
materials, or any combination of the foregoing including, but not limited to, public works contracts
awarded under public bidding laws or other contracts in which public bids are not required by law,
the City, its agencies, boards, or commissions may consider the Consultant's good faith efforts 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 a factor in determining the lowest,
responsible, responsive bidder.
EXHIBIT A
Scope of Services
1. Work alongside existing team leading Bloomberg Mayors Challenge to better understand
and prioritize barriers facing South Bend residents and regional workforce employers
2. Identify the range of existing policy -based, commercial, and non-profit solutions to
improve outcomes related to identified barriers from research phase
3. Evaluate existing solutions for localized efficacy and advise on the creation of
frameworks for replicable solution research -evaluation -development. .
Consideration
In consideration of the technical services being offered, Invanti LLC will be contracted over the
period of December 19, 2019 to December 19, 2020. The total contract amount shall not exceed
Thirty-four thousand and five hundred dollars ($34,500)
IN WITNESS WHEREOF, the Parties hereto, through their duly authorized
representatives, have caused this Agreement to be executed as of the day and year first written
above. The Parties have read and understand the foregoing terms of this Agreement and do, by
their respective signatures hereby agree to its terms.
INVANTI LLC
r
Printed:
Title:
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Gary Gilot, President�........� ____ .,. ............. .. ....._
Date: 12.1 / Theresetl orate, 41nber
Elizabeth Maradik, Member
aenevi ve Miller, l 1 ei.';
era O' Sullivan, Member
ATTEST:
dMartin,
Date: December 19, 2019
In no event shall persons or entities seeking the award of a City contract be required to
award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said
WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board
shall prohibit that person or entity from being awarded a City contract for a period of one (1) year
from the date of such determination, and such determination may also be grounds for terminating
the contact for which the discriminatory practice or noncompliance pertains.
Notwithstanding the foregoing, the award and performance of all City contracts shall
comply with applicable federal, state, and local laws.
Section 16. Non -Discrimination. The City of South Bend is committed to ensuring
equality of opportunity and does not exclude, deny the benefit of, or otherwise subject any person
to discrimination in any City program, service or activity on the basis of race, color, national origin,
sex, age or disability. The Consultant agrees to comply with and to act consistently with this policy
in the performance of the Consultant's duties.
Section 17. Drug -Free Workplace. The Consultant hereby agrees to make a good faith
effort to provide and maintain a drug -free workplace. The Consultant will give written notice to
the City within ten (10) days after receiving actual notice that the Consultant has been convicted
of a criminal drug violation occurring in the workplace.
Section 18. 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.
Section 19. 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.
(Remainder of page intentionally left blank)
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 12/16/2019
Name Brian Dono bt�Me Department Innovation & Tee��lmolo
BPW Date 12/19/2019 Phone Extension 7652
Reouired Prior to Submittal to Board
Legal Attorney Name Kennedy
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 Z
.... ..._ __ ._........_..
Check the Appropnate Item Type—ITRequired for All Submissions
® Professional Services Agreement F-1 Contract ❑ Proposal
❑ Open Market Contract ❑ Amendment/Addendum ❑ Special Purchase, QPA
Bid Opening ❑ Bid Award EJ Req. to Advertise ❑ Title Sheet
Quote Opening Quote Award E] Reject Bids/Quotes
Proposal Opening C/O & PCA No. F-I PCA
[❑ Chg. Order, No. ❑ Traffic Control ❑ Resolution
❑j Other: ❑ Ease./Encroach
Required Information
Company or Vendor Name Invanti LLC . ........ www ----...._......—
® Yes❑ If Yes, Approved by Purchasing
New Vendor
❑ No
❑Yes
MB
MBE/WBE Contractor
❑ E Completed E-Verify Form Attached No
Project Name
Project Number
n/a .......__ .....
Funding Source
OTHER COMMUNICATION/TRA NSPORTATION
Account No.
279-0672-415.31-06
Amount
$34,500
Terms of Contract
12/19/2019 — 12/19/2020 a—
Purpose/Description
Provide technical and project management support for innovation romm
p gram
activities funded by Bloomberg Philanthropies
For Change Orders Only
..❑
...
Amount of
E]
_ ..._....
Increase $
Decrease $mmm
Previous Amount
$
Current Percent of Change: %
New Amount
$
Total Percent of Change: _.... -_ %__.._............................_.._._.....__._. 4
Time Extension:
................
Dispersal After Approval
Copy Original
® F-1
Denise Riedl
® (l
Brian Donoghue _._............�.�_�...........� �� .�..........�_...._._. ....
®
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Daniel Parker