HomeMy WebLinkAboutConsulting Agreement - enFocus, Inc - 2018-2019 enFocus Fellowship Program1316 COUNTY -CITY BUILDING
227 W.JEFFERSON BOULEVARD
SOUTH BEND_ INDIANA 46601-1930
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CITY OF r
BOARD OF PUBLIC WORKS
November 13, 2018
Daniel Collins
enFocus, Inc.
Studebaker Building 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 November 13, 2018, approved the above
referenced agreement for the 2018-2019 EnFocus Fellowship Program in the amount of
$28,000.
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. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMEs A. MUELLER THERESE J. DORAU
INTER -OFFICE MEMORANDUM
Department of Community Investment
City of South Bend 227 W Jefferson Blvd
TO: Board of Public Works, Linda Martin
CC: Daniel Collins, James Mueller, Alkeyna Aldridge, Benjamin Dougherty
FROM: Sonja Karnovsky
SUBJECT: 2018-2019 EnFocus Fellowship Program
DATE: 11/5/2018
Linda and Members of the Board,
We are submitting for review and approval this agreement with enFocus for professional
services related to portfolio management and creation of team reporting and communication
structures for the Engagement & Economic Empowerment Team in the Department of
Community Investment. These tasks will be carried out by a Client Lead (Caroline Farrington,
enFocus Fellow) who will work with the Engagement & Empowerment Team two days per
week, with the support of a Project Manager (Allison Turner, enFocus Senior Fellow).
The fee for hours on the SOW is a maximum of $28,000, calculated at $40 per hour for up to
700 hours. Hours will be recorded for each month and invoiced on the last day of January 2019,
March 2019, May 2019, and July 2019. This contract will be in effect from November 13, 2018
through July 26, 2019.
Thank you,
Sonja Karnovsky
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This Consulting Agreement (the "Agreement") is entered into on November 13, 2o18,
by and between Thie._ ity^,gf South Bend, Indiana, a Indiana municipal corporation,
acting by and through its Board of Public Works, having its principal offices 227 W.
Jefferson Blvd;, SgLgh Bead �I _ C �i (hereinafter referred to as "Sponsor"), and
enFocus, a 501 c (3) organization, having its principal offices at Studebaker Building
113, 635 S Lafayette Boulevard, South Bend, IN 466oi (hereinafter referred to as .a'JInSuklin
"Consultant").
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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 Noven,ibee' x018
in this Agreement.
S, If C II II 0 \1 -L C 0 B`',,I S, I. I ` J G II f'': IIR II 0IC
(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 November 13, 2o18 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 3o 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.
fl II C N 0"J 2 U II II S A I` iI II.D Il?, S IfP 0 [\1 S I ! 3 II I, .I II II I:II:
(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.
S I m" O II 0\J mu C OKV 'I I . II S A�� II O IP,J IG XI I II :: II` I II S IP1f II" I:. V"III , IC II: " I II.... I III S
(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 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 3o days.
(c) 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.
(a) "Confidential Information" means:
(i) any information given to enFocus by Sponsor and clearly marked, in
writing as confidential; and
(z) 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 (3o) 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:
(i) 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.
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.
(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.
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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 466oi
or to the Consultant at:
ATTN: Daniel Collins, Director of Operations
en Focus
Studebaker Building 3.13
635 5 Lafayette Boulevard
South Bend, IN 466oi
Notice of change of address shall be effective only when done in writing and sent in
accordance with the provisions of this Section.
S r;, C,"„ .U.., I 0 MJ A 1M II I:;: b VJ � ) M :, 0 \+� 1. S I "rN I.) W A I V E R S
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, 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.
uII:C::C'N`II0II`^III 7 VII J II LII IRV...YII' TV0[NII C S EIRVIIC II V
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.
Sul C]lIIWJ 8 II:':)t`II IICAII:)IIIIi..II N Y II VrC II)C II AII)IIi...V`V_Y
If any provision of this Agreement, or the application thereof to any person, place, or
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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.
SII:C110IIN 9 G� V�All:]RNNG'u II..A
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.
o 11SU ffing
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Agreement
Agreement
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
Novein,iber 20-.1.8
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
Page
health, life, disability, or worker's compensation insurance of the Sponsor.
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SEC II �UI`J Allll NmlY I 0 II..:II14 Il lE II II II G N G°:0II`4 II IIRAC'::1..
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.
SII:.G:: II aG~:.iII N :1.2 1...1MII II'A II II0IN G II AIBIIII .V..II..YG N 1,)II.:..:II II1 IIG".A"1°'II0N
(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 iz(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 we N IIG: fi"„N a. N N II IIRN''':: AGw%IIRII If:IIVIII:II'`,p.IF
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.
S CTI 0 N 14, III II�II1:1;� If FOR IBIIGII ACJ II G:':C.G6"N.1..IRAC ..II...
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.
S N::: CTI O N :i , ::" QU A II... O F:" II::) O III "If' U N N..N..Y; NUN ID 6 0p N NCI II NI A"'ll']&N;
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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 Agreement including, but not
limited to, the requirements imposed by Ind. Code 22-9-1-1.0 (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 precedent to the effectiveness of this Agreement, that its authorized
representative will execute and submit to the Sponsor a contractor's affidavit in the
form provided by the Sponsor.
[Signature page follows.]
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The parties have duly executed this Agreement as of the date first written above..
SPONSOR:
Name: Q14jf South Bend, lndoEq
Title: Board of Public Works
Signature:
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('.'onsu�lthng
Agreern"lid
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Gary Gilot, President Novernber 2oi.8
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BEST.
Citda Martin, Clerk
Date: November 1.3, 2o3.8
CONSULTANT:
enFocus
Name: Daniel Collins
Title: Directorof Operations at onFocus, Inc.
Signature:
Date: / f) 5-/Z-0 1
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I
Exhibit A
Fellowship Program at the Department of
Community Investment
Backgrourid and Overview
1',aacll grou.ulIud
The City of South Bend (City) has supported enFocus through project
engagements since the Fall of zoiz. enFocus has placed the highest value on
this relationship and this has resulted in technology and innovation -based
projects for the City.
Oveirvliew
This document details the proposed shape of a 2o18 embedded model
engagement. This model will focus on innovation through seamless strategic
technology implementation by using enFocus as internal, value-added project
capacity.
iroj ri ct IIDescription
The embedded project model places enFocus resources into the City's
Department of Community Investment (DCI) 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.
eInll:ociii)s II 5vaauces
enFocus shall insert a Client Lead (Caroline Farrington, enFocus Fellow) into
DCI. The Client Lead will be supported by a Project Manager (Allison Turner,
enFocus Senior Fellow). enFocus resources will follow the leadership and
guidance of the Project Champion to align City resources and enable project
implementation. They will operate as independent enFocus employees
operating under the enFocus employee handbook, wages, benefits, working
conditions and any/all other enFocus policies.
III ga geiiarueu ii t II°Iii ce 15s
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 Champion
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The Client Lead will be responsible for supporting projects with the DO
Engagement & Economic Empowerment Division. Initial focus areas may
include:
• Portfolio management
• Creation of team reporting and communication structures
• Municipal micro -lending program
• CDFI fund development
Eii itlirep i,ei eiiiiI IIrfl li roe ect4 p adb: lllity
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.
::: u In d Ii n g a n d .T' i lirn ne
The fee for this engagement is $40 per hour for up to 70o hours i.e. up to
$28,000. Hours will be recorded for each month and invoiced on the last day
of January 2019, March 2019, May 2o19, and July 2019.
D IIu I' M:ai o I"l
• Initiate engagement on November 13, 2o18
• End engagement on July 26, 2019
Mai nagerriia2ii,iiQ off I IIou u
• The Client Lead will spend approximately 16 hours per week onsite
• The Project Manager will provide approximately z hours per week in
support
• This will equate to approximately 70o hours over the course of the
engagement.
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 Alkeyna Aldridge (Director of Engagement & Economic
Empowerment) as the Project Champion.
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enFocus places great value on the relationship with the City. Please let us
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know how vvecan continue tosupport the City and its initiatives. \Neare very
excited to participate in whatever way we can to create the highest degree of
success for the City.
A'��
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BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
I►f.1R- H JOt-4i .W[i1F-11
Department Community
Soria KarnovskInvestment.
BPW Date November 8, 2018 Phone Extension 9098
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Required Pnor to Submittal to Board
Legal Attorney Name Sandra Kennedy
Controller review is required for all Contracts $5,000.00 or more
Controller El and greater than one year in length per the City Purchasing
Policy
Purchasing
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Professional Services
[] Bid Opening
E] Quote Opening
Chg Order No.
El Ease./Encroach.
F-1 Other:
Company or Vendor Name
New Vendor
MBE/WBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
LJ Contract
El Amendment
El Bid Award
❑ Quote Award
❑C/O &PCANo
❑ Traffic Control
Proposal
❑ Req. to Advertise
PCA
Resolution
F] Claim
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❑ Title Sheet
EnFocus
❑ Yes _..._. If Yes;...Approved ... ........ .......... ....—._................_____�-
❑ by Purchasing
® No
❑ MBE Completed E-Verify Form Attached El Yes
❑ WBE ® No
2018-2019 EnFocus Fellowship Proaram
DCI- Professional Services
21110014603106
$28„,000
ovember 13 2018 - Jul 26 2019
-.._ .....
2018-2019 EnFocus Fellowship Program
For Chancge Orders Onl