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HomeMy WebLinkAboutConsulting Agreement - EnFocus - Cross Portfolio IT Management1316 COUNTY -CITY BUILDING 227 W, Jr�,,FFLitsoN BouLEVARD Souni BEND. INDIANA 46601-1830 CITY OF Souni BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS January 23, 2018 Daniel Collins EnFocus Studebaker Bldg. 113 635 S. Lafayette Blvd. 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 23, 2018, approved the above referenced agreement for cross portfolio IT project management in the amount of $76,500. 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- 925L Sincerely, C., Linda M. Martin, Clerk Enclosure c: Santiago Garces, Innovation & Technology Dan O'Connor, Innovation & Techonology Jen Hockenhull, Administration & Finance GAizy A. GILOT SUZANNA M. FRITZBERG ELIZABE.TH A, MARADIK JAMEs A. MUELLER THERESE J. DORAU 8.1d Id.- Greater G..d, This Consulting Agreement (the "Agreement") is entered into on January 23, 2018, 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 Consulting principal offices at Studebaker Building 113, 635 S Lafayette Boulevard, South Bend, IN 46601 (hereinafter referred to as "Consultant"). A(Jreernent WHEREAS, the Sponsor desires to obtain the services of Consultant, and J Z) �1 L i ;,i ry 2 M 8 Consultant desires to provide consulting services to the Sponsor upon the terms and conditions in this Agreement. Page 1 Of 10 �1,'\ G E E tO i',YT I (A\n,fl_HN(:j PE'kdOD (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 1, 2018 and ending on December 21, 2018. (b) Termination - At any time, either party may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving 30 days advance written notice to the other party. The Sponsor shall pay Consultant for work completed as of the date of termination, provided, however, that the Sponsor will have, no obligation to pay the Consultant for any portion of the Consultant's work with which the Sponsor is dissatisfied, as determined in the Sponsor's sole discretion. S[:'X",'FKN\1 2 )U 1'"IT'S AIND RFSP( NS 1 B l1, 1 P El: S (a) Consultant hereby agrees to provide and perform for the Sponsor those services set forth in Exhibit A. M Consultant will execute its obligations under this Agreement in ,accordance with the prevailing professional standard of care for projects of similar design and complexity. SE(I". F10r,,1 C EXF1' PA\(MU,,,1T, [\[F P",,; S 3 . ) - I., (a) In consideration of the services rendered by the Consultant under this Agreement, the Sponsor shall pay the Consultant an amount snot to exceed Seventy -Six Thousand Five Hundred Dollars ($76,500.00) (the "Contract OW, 0 pl" R.1d d— Great. Goad. NOR/ Amount"), as further specified in Exhibit A. Notwithstanding the foregoing sentence, the Sponsor will not be required to pay any portion or installment of the Contract Amount if the Sponsor is not satisfied with the Consultant's performance under this Agreement or any default or breach of this Agreement by the Consultant exists, as the Sponsor may determine in its sole discretion. (b) Payment Terms. Invoices shall be presented as set forth in Exhibit A, and payments are due within 30 days. C: o r i s u t i i, i g (c) Sponsor hereby agrees to reimburse the Consultant for reasonable Agreerncn i t business expenses incurred by Consultant in performing its work under this i uary 2018 Agreement, provided that the Sponsor will not reimburse the Consultant for any expenses unless said expenses were approved in writing by the Sponsor (or its representative) before being incurred by the Consultant. Page 2 of 10 (d) Benefits. Other than the compensation specified in Sections 3(a), Consultant shall not be entitled to any direct or indirect compensation for services performed hereunder. 1)'LC 6 la )i,,J /I I )fW1/',Jk (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 such statement of confidentiality is 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. M 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 to be disclosed. 0 Consultant hereby acknowledges and agrees that all property, including, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, that is produced under this Agreement (collectively, the "Proprietary Information"), 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. (1111c)ns u � ti rig (d) Consultant agrees to hold all Sponsor's Proprietary Information in Agmerner"A 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 JanUary 2018 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 (H) after Page termination of the Consulting Period or (iii) when the information falls within 3 of 10 the guidelines of this Agreement. 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 en Focus Studebaker ker Building 113 635 S Lafayette Boulevard 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. SF"(11,TION 6 - /\M11'1�1\,JEA\/lEi\J AND This Agreement may not be modified or amended 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, I however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to 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. 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, insurrectiion, 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. (,, r '(111 H( Ei - "(1 LS,fl ""r, 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. 10 Nl l''A"J"/ The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. J i J"', The Consultant shall operate at all times as an independent contractor of the Sponsor. No employee of the Consultant will be considered or deemed to be an employee 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. 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 PI., 0.1d Id.— G.M., G—J. Gonsultlng January 2018 4 of 10 M 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. SE(11-1IC) r,,4 l 2 - I F,6,1 K)N ("A" LW31LFfY,,, (a) 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 negligence. Notwithstanding any provision to the contrary, the limit of Consultant's liability under this Agreement will be equal to the total amount paid by Sponsor to Consultant under this Agreement. (b) Sponsor agrees, at its sole cost, 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 negligence. Subject to the limitation of liability stated in Section, 12(a), Consultant agrees, at its sole cost, to indemnify and defend Sponsor (and its officials, employees, and agents) from and against any damages, claims or suits by third parties against Sponsor arising from the performance of Consultant's services hereunder unless caused by the negligence of Sponsor (or its officials, employees, or agents). S[-1 ION 13 - [N I iRl" A(3REE1\41E1\J1 This Agreement is the final expression of the parties' agreement with respect to the retention of Consultant by the Sponsor for the services specified herein and may not be contradicted by evidence of any prior or contemporaneous agreement. 1A F-C" ) �DCv - T I- - , [) � A(,,, H 0 t, H­R'/\ V The Consultant's failure to complete the services in accordance with this Agreement will be considered a material breach. In the event of such breach, the Sponsor may suspend all payments to the Consultant, terminate this Agreement, and/or pursue any and all remedies available at law or in equity. SF"C" I lUvJ 1 E: ,, [('XJAL (")PPOR"I"UNH [Y; NK)N- D1SC'J'6PVffl\JA I K)1\11, CUI,/�PUANU,� The Consultant shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. The Consultant shall comply with all state, federal, and municipal laws, regulations, and standards applicable to its activities pursuant to this f. 0.1d id.— G—E., G-1. Conadting Agreernent J a t � u a ry 2 01 B I 8.1d tld.— G—W, G..d 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 Consultant certifies that it is in compliance with each such provision and shall remain in compliance through the term of this Agreement. The Consultant agrees, as a condition o n 111� u n g precedent to the effectiveness of this Agreement, that its authorized Ag I C„ E� I-r E:) Il representative will execute and submit to the Sponsor a contractor's affidavit in the form provided by the Sponsor. Januafy 2018 [Signature page follows,] Pa 6 of 10 I The parties have cluhy executed this Agreement as of the date first written above: SPONSOR: Name. City of South Bend, Indiana ('0r)SUffirIg Title: Board of Public Works Aq re e rn e n t Signature: January 2018 Gary Gkot, President Page 7 of 10 Suzan Fritzberg, Member V .dameuelle r, Merpber 4, I I Elizabeth Maradik, Member Therese Dorau,Member AT, t,�T.,' Lire aa Martin, Clerk Date: January 23, 2018 CONSULTANT: enFocus Name: Daniel Collins Title: Director of Operations at enFocus, Inc. Signature: Date: 7 • en Focus Engagement DoIT Project Portfolio Management through Business Analysis Services 2018 c­ The City of South Bend (City) has supported enFocus through project engagements since the Fall of 2012. enFocus has placed the highest value on this relationship and this has resulted in technology and innovation -based projects for the City. ( ) v (-, a I V o n \J'p This document details the proposed shape of a 2018 embedded model engagement. This model will focus on innovation through seamless strategic technology implementation by using enFocus as internal, value-added project capacity. The embedded project model places enFocus resources into the City's Department of innovation and Technology (DoIT) operations to facilitate communication and swift technology implementation and business analysis. Real-time communication Ilies at the core of this model and is essential to fast -paced technology solutions due to the pivoting nature of such projects. enFocus shall insert a Client Lead (Daniel Collins, Director of Operations) into the DoIT. He will follow the leadership and guidance of the Project Champions to align City resources and enable project implementation. He will operate as an independent enFocus employee operating under the enFocus employee handbook, wages, benefits, working conditions and any/all other enFocus policies. r/ d F ,L,muary 2(Y18 Pia( 1(1�� 8 of 10 1"Is �rWle. Dold Idees. Creater Cood, The engagement process structure for the embedded model shall offer a minimum, but effective, set of guidelines that set expectations for all parties. • Agreement on project focus areas • Establishment of project plans to be, developed in collaboration with the Project Champions Consulting ro c" c ucus� Arew, The Client Lead will be responsible for managing the project portfolio of DoIT and assisting with business analysis projects. They will work collaboratively with members of all divisions in the DoIT, other City employees, and community stakeholders to complete projects and maintain programs. These projects include scoping and assessing current techinology 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 manageirnent, business analysis, and operations, • Work with multiclisciplinary project teams to use the results of business analyses to plan and execute process improvement and technology implementation projects to improve efficiency and effectiveness of operations. At enFocus, we place value on our entrepreneurial focus and approach to projects. We have had historicail 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 wild produce the most valued outcome for the Cityr Agreernerit January 2018 Page 9 of 10 11-f E� The fee for this engagement is $51 per hour for up to 1,500 hours i.e. up to $76,500. Hours will be recorded for each month and invoiced on the last day of the month. ,kupla,duld We- G—te, Good Corlsu �-6 n �g Ameern(� nt J I D • Initiate engagement on January 1, 2018 • End engagement on December 21, 2018 Januai y 2018 �Vk:ma(T�ir�ent cdf Hcoj,�-� 1"a �i () The Client Lead will spend approximately 32 hours per week 10 of 10 onsite o This will equate to approximately 1,500 hours over the course of the engagement after holidays (7), and vacation/sick/personal days (15) are excluded The stakeholders from the City are recognized to be: 1) Santiago Garces, Chief Innovation Officer, City of South Bend 2) Dan O'Connor, Chief Technology Officer, City of South Bend In client engagements, enFocus 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, 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. 3000.0000004 50312497.005 When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit. 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 (Must be completed for all quotes and bids. Please type or print) STATE OF A ) SS: e COUNTY The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that: 1. Contractor has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of Iran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16,5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollars ($20,000,000) or more in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000t ,000) or, more in credit to another person for forty-five (45) days or more, if that person will (i) use the credit to provides goods and services in F-Non-Collusion Non -Debarment Affidavit Non Iran Form 2012 the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and attached as part of this bid/quote; and 5. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and understands that the City may terminate the contract 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. 6. 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 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 MBEIWBE 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. 7. The undersigned contractor agrees that the following nondiscrimination commitment shall be made a part of any contract which it may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. F-Non-Collusion Non -Debarment Affidavit Non Iran Form 2012 Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract. 1, the undersigned bidder, or agent as contractor on a public works project, understand my statutory obligations to the use of steel products or foundry products made in the United States (I.C. 5-16-8-1). 1 hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products on this project if awarded. I understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct. , Dated this "11 Z> day of -:5, 20 Contractor/Bidder (Firm) Signature of Contractor/Bidder or Its Agent D /k Z Printed Name and Title Subscribed and sworn to before me this c day of 20 My Commission Expires 01:JA b Notary OubliiJ)— County of Residence e2 S e-" Hazel Mead m. Resident OP St. Joseph County My GornmissbnExpires 4/1012024 b®r F-Non-Collusion Non -Debarment Affidavit Non Iran Form 2012 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 1-16-2018 Name Santiago Garces Department Innovation & Tech BPW Date 1-23-18 Phone Extension 7652 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 U Agreement ❑ Contract ❑ Proposal ❑ Addendum ® Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ CIO & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control I-1 Other: Company or Vendor Name EnFocus New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing MBEIWBE Contractor ❑ MBE ❑ WBE MBEIWBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name Project Number Funding Source IT Professional Services Account No. 279-0672-415-31-06 Amount $ 76,500 Terms of Contract 1I1I2018 — 12/21/2018 Purpose/Description Consulting Engagement — Cross Portfolio IT Project Management ®Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc. ❑ Increase $ Amount of ❑ Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Dispersal After Approval Copy Original ® ❑ Santiago Garces ® ❑ Dan O'Connor ® ❑ Jen Hockenhull