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HomeMy WebLinkAboutConsulting Agreement - enFocus - Cross Portfolio IT Project Management Consulting1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1830 45�UTy8�, O V2 CE Or PEACE y 1865 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS January 24, 2017 Daniel Collins enFocus 506 West South Street, Suite 100 South Bend, IN 46601 RE: Consulting Agreement Dear Mr. Collins: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on January 24, 2017, approved the above referenced agreement for cross portfolio IT project management consulting in the amount of $65,000. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy 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 c: Santi Garces, Innovation and Technology Dan O'Connor, Innovation and Technology John Murphy, Administration and Finance GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMEs A. MUELLER THERESE J. DORAU Company Engagement Terms We want you to understand the basis under which we offer our services to you and determine our fees, as well as to clarify the relationship and responsibilities between your organization and en Focus. These terms are part of our engagement letter and apply to all future services, unless a specific engagement letter is entered for those services. Each of these terms shall survive and apply after termination of this agreement. CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into on as of the 10th day of January, 2017, by and between The City of South Bend Indiana, a Indiana municipal corporation, acting by and through its Board of Public Works, having its principal offices 227 W. Jefferson Blvd. South Bend IN 46601 (hereinafter referred to as "Sponsor"), and enFocus, a 501 c (3) organization, having its principal offices at 506 West South Street, South Bend, IN 46601 (hereinafter referred to as "Consultant'). WHEREAS, the Sponsor desires to obtain the services of Consultant on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Sponsor), and Consultant desires to provide consulting services to the Sponsor upon the terms and conditions in this Agreement. AGREEMENT SECTION 1 — CONSULTING PERIOD (a) Term - The Sponsor hereby retains the Consultant and Consultant agrees to render to the Sponsor those services described in Scope of Services, Exhibit A, incorporated by reference and attached hereto, for the period (the "Consulting Period") commencing on January 30, 2017 and ending on December 15, 2017. (b) Termination - At any time, either party may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving 60 days advance written notice to the other party. The Sponsor shall pay Consultant the compensation to which the Consultant is entitled pursuant to Section 3(a). SECTION 2 — DUTIES AND RESPONSIBILITIES (a) Consultant hereby agrees to provide and perform for the Sponsor those services set forth in Exhibit A. . BoN Itleac� Company Engagement Terms January 2017 Page 1 of 9 1 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. 9 (b) Sponsor hereby agrees to provide compensation and reimbursement for travel and other reasonable business expenses incurred by Consultant under the scope of this agreement. SECTION 3 — COMPENSATION, PAYMENT, BENEFITS (a) Compensation in consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Sponsor shall pay up to $65,000.00 dollars to Consultant. Company (b) Payment Terms. Sponsor agrees to pay up to $65,000.00 dollars to EngagementTerms Consultant. Invoices shall be presented at agreed upon project intervals based on project progress and payments are due within 30 days. January 2017 (c) Benefits. Other than the compensation specified in Sections 3(a), Consultant shall not be entitled to any direct or indirect compensation for Page services performed hereunder. 2 of 9 SECTION 4-CONFIDENTIAL INFORMATION (a) "Confidential Information" means: (1) any information given to enFocus by Sponsor and clearly marked, in writing as confidential; and (2) any information given to enFocus by Sponsor orally that, at the time given, is stated to be confidential, and reduced to writing within thirty (30) days. (b) enFocus agrees to keep Confidential Information confidential for a period of five (5) years from date given to enFocus, not to give in any form, to a third party, and to only give to enFocus employees who have a need to know. (c) The confidentiality, as stated in SECTION 4 (b), will not apply to information which: (1) is at the time of receipt public knowledge, or after receipt becomes public knowledge through no act of omission on the part of enFocus; (2) was known to enFocus, as shown by written records, prior to disclosure by Sponsor; (3) is received by enFocus from a third party who did not obtain the information from Sponsor; or (4) is required by law; or (5) is in conflict with laws on public records. Consultant hereby acknowledges and agrees that all property, including, all 2 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, that is produced under this Agreement is Proprietary Information (as defined herein), and equipment furnished to or prepared by Consultant in the course of or incident to rendering of services to the Sponsor, belong to the Sponsor and shall be promptly returned to the Sponsor upon request. (d) Consultant agrees to hold all Sponsor's Proprietary Information in strict confidence and trust for the sole benefit of the Sponsor and not to, disclose, use, copy, publish, summarize, or remove from Sponsor's premises any Proprietary Information (or remove from the premises any other property of the Sponsor) during the Consulting Period except (i) to the extent necessary to carry out Consultant's responsibilities under this Agreement or (ii) after termination of the Consulting Period or (iii) when the information falls within the guidelines of this agreement. SECTION 5 — NOTICES All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Sponsor at: ATTN: City of South Bend, Indiana, Board of Public Works 227 W. Jefferson Blvd. South Bend, IN 46601 or to the Consultant at: ATTN: Daniel Collins, Director of Operations enFocus 506 West South Street, Suite 100 South Bend, IN 46601 Notice of change of address shall be effective only when done in writing and sent in accordance with the provisions of this Section. SECTION 6 - AMENDMENTS AND WAIVERS This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by a duly authorized representative of the Sponsor and the Consultant. By an instrument in writing similarly executed, either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to IT ffic"s Company Engagement Terms January 2017 Page 3of9 3 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. SECTION 7 — INTERRUPTION OF SERVICE Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock- outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations hereunder shall resume. SECTION 8—SEVERABILITY, ENFORCABILITY If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. SECTION 9 —GOVERNING LAW The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the law of the State of Indiana. SECTION 10 —INDEPENDENT CONTRACTOR The Consultant shall operate at all times as an independent contractor of the Sponsor. This Agreement does not authorize the Consultant to act for the Sponsor as its agent or to make commitments on behalf of the Sponsor. The Sponsor shall not withhold payroll taxes, and Consultant shall not be covered by health, life, disability, or worker's compensation insurance of the Sponsor. SECTION 11 —ABILITY TO ENTER INTO CONTRACT Each party represents and warrants to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of its obligations under this Agreement does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound. 9UIl5 I Bdtl Wear Greau .G Company Engagement Terms January 2017 Page 4of9 4 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. SECTION 12 — LIMITATION OF LIABILITY; INDEMNIFICATION As a professional organization, the Consultant will perform the services described in Exhibit A to the best of their ability, striving to ensure great quality work and minimize errors or omissions. As a result, the Consultant shall not be liable to sponsor for any loss incurred in the performance of his/her services hereunder unless caused by Consultant's willful misconduct. Sponsor agrees, at its sole defense, to indemnify and defend Consultant from and against any damages, claims or suits by third parties against Consultant arising from the performance of Consultant's services hereunder unless caused by Consultant's willful misconduct. In this case, the total liability shall be the aggregate amount of fees payable during the term of this contract. SECTION 13 —ENTIRE AGREEMENT The terms of this Agreement are intended by the parties to be in the final expression of their agreement with respect to the retention of Consultant by the Sponsor and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties have duly executed this Agreement as of the date first written above: SPONSOR: Name: City of South Bend, Indiana Title: Board of Public Works Signature: cft.�,�.U45 Company Engagement Terms January 2017 Page 5of9 5 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. Date: January 1011, 2017 CONSULTANT: enFocus Name: Daniel Collins Company Title: Director of Operations at enFocus Inc Engagement qi n.t ,ro. Terms Date: January 1011 2017 January 2017 Page 6 of 9 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. Exhibit A en Focus Technology Implementation Project Proposal — January 2017 Background and Overview Background The City of South Bend (City) has supported en Focus through project engagements since the Fall of 2012. en Focus has placed the highest value on this relationship and this has resulted in technology and innovation -based projects for the City. Overview This document details the proposed shape of a 2017 embedded model engagement. This model will focus on innovation through seamless strategic technology implementation by using en Focus as internal, value-added project capacity. Project Description The embedded project model places en Focus resources into the City's Office of Innovation and Technology (OIT) operations to facilitate communication and swift technology implementation. Real-time communication lies at the core of this model and is essential to fast - paced technology solutions due to the pivoting nature of such projects. en Focus Resources en Focus shall insert a Client Lead (Daniel Collins, Director of Operations) into the OIT. They will follow the leadership and guidance of the Project Champions to align City resources and enable project implementation. They will operate as an independent en Focus employee operating under the en Focus employee handbook, wages, benefits, working conditions and any/all other en Focus policies. Engagement Process The engagement process structure for the embedded model shall offer a minimum, but effective, set of guidelines that set expectations for all \iFra�us Company Engagement Terms January 2017 Page 7of9 7 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. parties. • Agreement on project focus areas • Establishment of project plans to be developed in collaboration with the Project Champions Project Focus Areas The Client Lead will be responsible for managing the project portfolio of the OFT. They will work collaboratively with members of all divisions in the OIT, other City employees, and community stakeholders to complete projects and maintain programs. These projects include scoping and assessing current technology and processes, assisting with the procurement of appropriate technology, and implementing technology in a way that optimizes business processes. Responsibilities may include: • Maintain project portfolio, identifying required resources, defining capacity, and ensuring status reporting. • Collaborate with business owners to define scopes for projects that feed into the project portfolio. • Establish creative solutions, enabling collaboration that advances public safety, infrastructure, neighborhoods, and other priorities for residents. • Develop and implement methodology to ensure best practices in project management and operations. Entrepreneurial Project Flexibility At enFocus, we place value on our entrepreneurial focus and approach to projects. We have had historical success for clients when we reserve the option to initiate conversation with the client for a project pivot when we see a better path or opportunity to pursue that can lead to greater success. This is not meant to mitigate enFocus of project responsibility but rather to create a scenario that will produce the most valued outcome for the City. Funding and Timeline The fee for this engagement is $50 per hour for up to 1,300 hours i.e. up to $65,000. Hours will be recorded for each month and invoiced on the last day of the month. Company Engagement Terms January 2017 Page 8 of 9 8 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. Duration • Initiate engagement on January 30, 2017 • End engagement on December 15, 2017 Management of Hours • The Client Lead will spend approximately 32 hours per week onsite Company o This will equate to approximately 1,300 hours over the Engagement course of the engagement after holidays (7), and vacation/sick/personal days (15) are excluded Terms Stakeholder Management January 2017 The stakeholders from the City are recognized to be: 1) Santiago Garces, Chief Innovation Officer, City of South Bend Page 2) Dan O'Connor, Chief Technology Officer, City of South Bend 9 of 9 In client engagements, en Focus identifies a champion on the client side to ensure seamless project execution. The client champion will be responsible for project communication and billing clearance. Note: Throughout this agreement we have referred to Santiago Garces and Dan O'Connor as the Project Champions. Feedback enFocus places great value on the relationship with the City. Please let us know how we can continue to support the City and its initiatives. We are very excited to participate in whatever way we can to create the highest degree of success for the City. 9 CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 1-17-2017 Name Santiago Garces Department Innovation & Tech BPW Date 1-24-17 Phone Extension 7652 I Required Prior to Submittal to Board Legal ® Attorney Name Schmidt Controller ® Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing Check the Appropriate Item Type — Required for All Submissions ❑ Agreement ❑ Contract ❑ Proposal ❑ Addendum ® Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ C/O & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control ❑ Other: Company or Vendor Name EnFocus New Vendor ❑ Yes ®No MBEM/BE Contractor ❑ MBE ❑ WBE MBE/WBE Contractor Requested ❑ No ❑ Yes Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Information It Yes, Approved by Purchasing Name of Company I&T Fund Professional Services 279-0672-415-31-06 $ 65,000 1/30/2017 — 12/15/2017 ZI Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc. Amount of H Increase $ ❑ Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Copy Original ® ❑ For Change Orders Dispersal After Approval Santiago Garces Dan O'Connor John Murqhv