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HomeMy WebLinkAboutProfessional Services Agreement - Brian Donoghue - Innovation & Technology Initiatives1.31.6 COUNTY-C"r r y BUILDING 227 W..Ir3FFERSON BOULEVARD soma-rr 1 tm). INNANA 46601-1830 CITY OF SOUTH BEND PETE Bur'riGIEG, MA'1'C:R BOARD OF .PUBLIC WORKS December 21, 2017 Brian Donoghue 841 East Sorin Street Apt. 2G South Bend, IN 46617 I-E: Professional Services Agreement Dear Mr. Donoghue: PHOW, 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on December 21, 2017, approved the above referenced agreement regarding innovation and technology initiatives in the amount of $20,000. 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, f nda M MaAn,erlc Enclosure c: Santiago Garces, Innovation & Technology Shawn Delahanty, Innovation & Technology Dan O'Connor, Innovation & Technology GARY A. GILOT SUZANNA M. FR,ITZBERG EL,I7ABE1'1-I A. MA.RA.DIK ,fir MEs A. MUELI.,ER THER.ESE J. DoR..ALI AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SOUTH BEND, INDIANA AND BRIAN DONOGHUE THIS AGREEMENT is made effective the 21st day of December, 2017 by and between the City of South Bend, Indiana, a municipal corporation organized and operating under the laws of the State of Indiana, acting by and through its Board Department of Administration and Finance ("City") and Brian Donoghue, an Indiana resident ("Contractor"). RECITALS WHEREAS, Contractor has experience and expertise in project management and program development that may prove beneficial to the City; and WHEREAS, the City desires to retain the services of Contractor to develop an assessment, program framework, and corresponding programs and Contractor is willing to assist the City in its efforts; and WHEREAS, the City has determined that due to Contractor's experience and expertise, it is in the best interests of the City to retain Contractor's services 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 Contractor hereby agree as follows: Section l.. Duties of the Contractor. The Contractor shall provide the Services which are more particularly described at Exhibit A attached hereto and incorporated herein. The Contractor shall execute his responsibilities by following and applying at all times the highest professional and technical guidelines and standards. Section 2. Consideration. The Contractor will be paid as set forth at Exhibit A. The total consideration under this Agreement shall not exceed the sum of Twenty Thousand Dollars ($20,000). 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 3. Term (and Renewal Option, if Applicable). This Agreement shall be effective commencing on January 1, 2018 ("Effective Date") and shall end on the date when the Contractor has spent five hundred (500) hours in rendering the Services to the City (the "Expiration Date"), expected to be no later than March 30, 2018. The Parties may mutually agree in writing to extend the term of this Agreement for an additional block of hours after the initial block of hours have been consumed or after the Expiration Date, subject to the same terms and conditions set forth in this Agreement unless otherwise mutually agreed by the Parties in writing. Section 4. Assignment; Successors. The Contractor shall not assign or subcontract the whole or any part of this Agreement without the prior written consent of the City. Section 5. Changes in Scope of Services. The Contractor 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 Contractor in the absence of prior written approval of the Parties. Section 6. Governing Law; Compliance with Laws. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. The Contractor 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. Contractor shall comply with federal, state and local law in his 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 7. 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 Iiability 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. The Contractor shall be solely responsible for providing all necessary unemployment and workers' compensation insurance for the Contractor's employees. Contractor 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 Contractor 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 8. Entire Agreement; Amendment. 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. Section 9. Funding Cancellation and Payments. Payments by the City are subject to annual appropriation by its fiscal body in accordance with Indiana law. 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. 2 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 Contractor of a Termination Notice at least thirty (30) days prior to termination effective date, specifying the extent to which performance of services under which such termination becomes effective. The Contractor shall be compensated for performance prior to the notice date of termination but in no case shall total payment made to Contractor exceed the original Agreement price due on Agreement. No price increase shall be allowed on individual line items if canceled only in part. Section 11. Non -Collusion and Acceptance. The undersigned attests, subject to the penalties for perjury, that he/she is the Contractor, or that he/she is the properly authorized representative, agent, member or officer of the Contractor, that he/she has not, nor has any other member, employee, representative, agent or officer of the Contractor, directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he/she 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 fact of this Agreement. The Contractor agrees, as a condition precedent to the effectiveness of this Agreement, that he will execute and submit to the City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B. Section 12. E-Verify. The Contractor affirms under the penalties of perjury that he/she/it does not knowingly employ an unauthorized alien. The Contractor shall enroll in and verify the work eligibility status of all his newly hired employees through the E-Verify program as defined in IC 22-5-1.7-3. The Contractor shall not knowingly employ or contract with an unauthorized alien. The Contractor shall not retain an' employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. The Contractor is not required to participate in the E-Verify program should the E-Verify program cease to exist. Additionally, the Contractor is not required to participate if the Contractor is self-employed and does not employ any employees. The Contractor shall require his subcontractors, who perform work under this contract, to certify to the Contractor that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The Contractor agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor. The City may terminate for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. Section 13. 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 3 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 Contractor'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. 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 14. 11. Equal Opportunity; Non -Discrimination; Compliance. The Contractor shall comply with all applicable laws and regulations in his hiring and employment practices and policies for any activity covered by this Agreement. The Contractor 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 Contractor certifies that he is in compliance with each such provision and shall remain in compliance through the term of this Agreement. Section 15. Drug -Free Workplace. The Contractor hereby agrees to make a good faith effort to provide and maintain a drug -free workplace. The Contractor will give written notice to the City within ten (10) days after receiving actual notice that the Contractor or an employee of the Contractor within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. Section 16. Indemnification of City. The Contractor 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 Contractor 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 Contractor under this section shall survive the termination of this Agreement. 11 Section 17. Work Product; Ownership. Any and all work product submitted by the Contractor to the City as part of the Contractor'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 Contractor's work product as the City determines in its sole discretion without compensation to the Contractor except the compensation expressly provided for in this Agreement. 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. BRIAN DONOGHUE � Signature I Printed Name and Title Street Address P.O. BOX City, State Zip Telephone Fax 3000.000000147549814.003 CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC W RIBS lGary Gilot,,-,Prcs-ident Ja?bs Mueller, Member Elizabeth Maradik, Member Therese D,orau, Mef°ber Suzanna Fritzberg, Member ATTEST: Linda Martin, Clerk EXHIBIT A Scope of Services 1. Provide assistance in the planning and implementation of Smart Cities projects 2. Provide assistance in the development of financing models and partnerships to improve the technological capacity of the city and the engagement of residents living in the city. 3. Provide assistance in the planning and writing of grant requests towards Smart City projects and other innovation priorities Consideration In consideration of the technical services being offered, Brian Donoghue will be contracted for 500 hours at a rate of $40 per hour. The total contract amount shall not exceed twenty thousand ($20,000) Contractor's Affidavit [See attached.] BOARD OF PUBLIC WOR.JkS AGENDA ITEM REVIEW REQUEST FORM Date 12-18-17 Name Dan O'Connor Department Innovation BPW Date 12-21-17 Phone Extension 7652 Legal Attorney Name Dougherty Controller z 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 z Lj Agreement H Contract Lj Proposal L] Addendum Z Professional Services F-1 Resolution R Bid Opening Ej Bid Award El Req. to Advertise E] Title Sheet F-1 Quote Opening F] Quote Award Ej Change Order No. R C/O & PCA No. PCA El Ease/Encroach, R Traffic Control R Other: Company or Vendor Name Brian Donoghue New Vendor 0 Yes M No ❑ If Yes, Approved by Purchasing MBENVBE Contractor F-1 MBE F-1 WBE MBENVBE Contractor Requested 0 No F-1 Yes Name of Company Project Name Project Number Funding Source IT Fund Professional Services Account No. 404-0672-415-31-06 Amount $20,000 Terms of Contract 1/11/2018 — 3/31/2018 Purpose/Description Professional Services for Innovation & Technology Initiatives 0 Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verifv, Iran, etc.) Amount of H Increase $ El Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Dispersal After Approval Copy Original M E] Santiago Garces M F] Shawn Delahanty M F-1 Dan O'Connor