HomeMy WebLinkAboutConsulting Agreement - enFocus, Inc. - 2018-2019 Fellowship Program1316 COLINTY-CTry Bu�u)wj
227 W. JEFFERSON BOULEVARD
SO[ UH 1`31,M). IN MANA 46601-1930
CITY OF SOUTH BEND PETLBUTTIGIEG, MAY
BOARD PUBLIC WORKS I
September 25, 2018
Daniel Collins
enFocus, Inc.
Studebaker Building 113
635 S. Lafayette Blvd.
South Bend, IN 46601
RE: Consulting Agreement
Dear Mr. Collins:
PHONE 5741/235-9251
FAX 574/ 235-9171
The Board of Public Works, at its meeting held on September 25, 2018, approved the above
referenced agreement for the 2018-2019 Fellowship Program in the amount of $20,000.
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. Gii,o'r SUZANNA M. Fjm'ZBER(3 EuZABE"'I"i-i A. MARADIK JAw�'s A. MIJEI,I,r.,R '['I iF,,RLsFs J. DORAU
CONSLAL � H\JG AGRI EMEN'T"
This Consulting Agreement (the "Agreement") is entered into on September 25,
2018, by and between The City of South Bend, Indiana, a lndiana municipal
corporation, acting by and through its Boardof Public Works, having its
principal offices 227 W. Jefferson Blvd., South Bend, IN 46601 (hereinafter
referred to as "Sponsor"), and en Focus, a 501 c (3) organization, having its
principal offices at Studebaker Building 113, 635 S Lafayette Boulevard, South
Bend, IN 46601 (hereinafter referred to as "Consultant").
WHEREAS, the Sponsor desires to obtain the services of Consultant, and
Consultant desires to provide consulting services to the Sponsor upon the
terms and conditions in this Agreement.
AG R E E M E 1\11-
SE (:"rr ION 'I CONSULTING P[RIOD
(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 September 25, 2018 and ending on July
26, 2019.
(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 E C if 0 1\1 2 — ID U"FI I S A N D RI S P'O N S I B I i_ ITI E S
(a) Consultant hereby agrees to provide and perform for the Sponsor
those services set forth in Exhibit A.
(b) Consultant will execute its obligations under this Agreement in
accordance with the prevailing professional standard of care for projects of
similar design and complexity.
SECTION 3 COMPf':NSATION, EXPENSES, PAYMENT, BENEFI-TS
(a), In consideration of the services rendered by the Consultant under this
Agreement, the Sponsor shall pay the Consultant an amount not to exceed
Twenty -Eight Thousand Dollars ($28,000.00) (the "Contract Amount"), as
Consulting
Agreement
September 2018
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.
M Sponsor hereby agrees to reimburse the Consultant for reasonable
business expenses incurred by Consultant in performing its work under this
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.
(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.
SECTION 4 - CONFIL)ENTIAL. INFO RMATION
(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.
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September 2018
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Bold Id— G-le, G—t
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. ConSLAbng
(d) Consultant agrees to hold all Sponsor's Proprietary Information in Agreement
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.Septen,)ber 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 (ii) after Page
termination of the Consulting Period or (iii) when the information falls within 3 of 10
the guidelines of this Agreement.
SECTION 5 ... NOIFICES
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
Studebaker 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.
SECTION 6, - AMENDMENT'S AND WAIVE-'-'RS
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
IN
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 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.
SFCTION 7 - - INTERKIP HON OF SE RVICE
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 -- SEVERA13H.] TY, ENFORCEABILITY
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.
SECII]ON 9 .. GOVERNING LAW
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.
Si__1(FI0N 10.1 lNDEPENDENT CONTRACTOR
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.
SI_""C11Jr1 ION 11 ADILITYTO ENTER INTO CONTRAC-1
Each party represents and warrants to the other party that this Agreement has
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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.
SECTION 12 — 1-IMI"FA-FION] (-,)F LIA1311-11 Y; INDEMNIFICATION
(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).
SECTIONI 13 -- ENTIRE AGREEMENT
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.
E('1 10 i,� �- S .'14 --- REMEDIES FOR BRF ' -ACH OF CON FRCT A
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.
SIC-1]01\1 15 --- UDUAL OPPORTUNHY; N (r )N DISCRIMINA"I l"r 1 0 N
COMPLIANCE
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
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Agreernent
September 2018
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laws, regulations, and standards applicable to its activities pursuant to this
Agreement including, but not limited to, the requirements imposed by Ind.
Code 22-9-1-110 (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 ConSUIting
through the term of this Agreement. The Consultant agrees, as a condition Agreement
precedent to the effectiveness of this Agreement, that its authorized
representative will execute and submit to the Sponsor a contractor's affidavit September 2018
in the form provided by the Sponsor.
[Signature page follows.] Page
6 of 10
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The parties have duly executed this Agreement as of the date first written
above:
SPONSOR:
Name: City of South Bend, Indiana
Consu�ting
Title: Board of Pub4c Works
Agreement
Signature:
September 2018
Gary Gilot, President
P
— m 17, , � , ' " / '4 x�
age
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S u z a n"n a Yr i tzb erg, , 'M Fe r
Ja es eller, Memer
Elizabeth Maraclik, Member
Therese Dora Member
Li Martin, Clerk
Date: September 25, 2018
CONSULTANT:
enFocus
Name: Daniel Collins
Title: Director of Operations at en Focus. Inc.
Y
Siignature:
Date: C) q Z o 1 8
7
Exhibit A
Fellowship Program at the Department of
Innovation and Technology
Bacro kgund and (Dvervievv Cw)sulting
Agreement
Background September 2018
The City of South Bend (City) has supported enFocus through project
engagements since the Fall of 2012. enFocus has placed the highest Page
value on this relationship and this has resulted in technology and 8 of 10
innovation -based projects for the City.
Overview
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.
1"Droject
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 lies at the core of this
model and is essential to fast -paced technology solutions due to the
pivoting nature of such projects.
enFocus Resources
enFocus shall insert a Client Lead (Nick Rynearson, enFocus Fellow)
into DoIT. He will follow the leadership and guidance of the Project
Champion 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,
Enqagen-)ent Process
The engagement process structure for the embedded model shall offer
I
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 Champion
Project Focus Areas
The Client Lead will be responsible for managing DoIT projects. They
will work collaboratively with members of all DoIT divisions, other City
employees, and community stakeholders to complete projects and
maintain programs. However, projects with the DolT Innovation
Division will be the primary focus of this engagement.
11.11"11-(.F�i,(,,ri(�.�tji,iaI 1� cxib ility
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.
LW undiric arid
The fee for this engagement is $40 per hour for up to 700 hours i.e. up
to $28,000. Hours will be recorded for each month and invoiced on the
last day of November 2018, February 2019, May 2019, and July 2019.
[)oration
• Initiate engagement on September 25, 2018
• End engagement on July 26, 20119
Managernent of ldo< .ors
• The Client Lead will spend approximately 16 hours per week
onsite
o This will equate to approximately 700 hours over the
course of the engagement.
BWd Id— G±., G—d.
September 2018
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B.1d W.... G—W G—k
In client engagements, enFocus identifies a champion on the client side
to ensure seamless project execution. The Project Champion will be
responsible for project communication and billing clearance.
Throughout this Agreement we have referred to Santiago Garces as the
Project Champion.
Fe,edback Consulting
enFocus places great value on the relationship with the City. Please let Agreement
us know how we can continue to support the City and its initiatives. September 2018
We are very excited to participate in whatever way we can to create the
highest degree of success for the City. Page
10 of 10
UK
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
NIF-Ma1w.,
NNEWITISTS MW
Department Innovation
BPW Date 9-22-18 Phone Extension 7652
...... . .... .
Legal Attorney Name Kennedv
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
H Agreement
H Contract L_J Proposal U Addendum
Professional Services
n Resolution
Bid Opening
El Bid Award E:11 Req. to Advertise ❑ Title Sheet
Quote Opening
F-1 Quote Award
Change Order No.
n C/O & PCA No. ❑ PCA
F-1 Ease/Encroach.
Traffic Control
n Other:
Company or Vendor Name
EnFocus
New Vendor
El Yes M No El If Yes, Approved by Purchasing
MBEANBE Contractor
F-1 MBE F WBE
MBEANBE Contractor Requested F No F-1 Yes flame ofCompany _
Project Name
Project Number
Funding Source
COIT Fund Professional Services
Account No.
404-0672-415-31-06
Amount
$20,000
Terms of Contract
9/11/2018 — 7/31/2019
Purposeffiescription
2018-2019 Fellowship program,
0 Required Contractor's Certification Form Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verifv. Iran. etc.)
Amount of F-1 increase $
[:] Decrease $
Previous Amount $
Current Percent of Change: %
New Amount $
Total Percent of Change: %
Dispersal After Approval
Copy
Original
I H
❑ Brian Donoghue
M
F-1 Shawn Delahanty
M
E] Jen Hockehull