HomeMy WebLinkAboutProfessional Services Agreement - Elizabeth Inks - Services for Dynamics 365 and ERP Platform1316 COUNTY —CITY BUILDING
227 W. JEFFERSON BOULEVARD
SOIITH BEND_ 1NDIANA 46601-1 930
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARDU LIC WORKS
May 14, 2019
Elizabeth Inks
1820 Portage Avenue
South Bend, IN 46616
RE: Professional Services Agreement
Dear Ms. Inks:
PHONE 574/235-9251
FAx 574/235-9171
The Board of Public Works, at its meeting held on May 14, 2019, approved the above
referenced agreement regarding participation and leadership on Dynamics 365 for Finance
and Operations Enterprise Resource Planning Platform in the amount not to exceed $37,500,
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-
9251.
Sincerely,
Linda M, Martin, Clerk
Enclosure
GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement For Professional Services (this "Agreement") is entered into on May 14,
2019 (the "Effective Date"), by and between the City of South Bend, acting by and through its
Board of Public Works (the "City"), and Elizabeth Inks, an Indiana resident (the "Provider") (each
a "Party" and collectively the "Parties").
For and in consideration of the mutual covenants and promises contained herein, the Parties
agree as follows:
1. Services. The Provider will provide to the City the professional services (the
"Services") set forth in the statement of work attached hereto as Exhibit, A (the "SOW"), which
SOW is incorporated herein. In the event of any conflict between the terms of this Agreement and
the terms of the SOW, the terms of this Agreement will prevail. The Provider will execute her
obligations under this Agreement in accordance with the prevailing professional standard of care
for projects of similar design and complexity.
2. Compensation. In exchange for the Provider's satisfactory performance of the
Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider
the hourly fees stated in the SOW in a total amount not to exceed Thirty -Seven Thousand Five
Hundred Dollars ($37,500.00) (the "Contract Amount"). The City will pay the Contract Amount
in installments upon invoicing by the Provider as set forth in the SOW (each a "Contract
Installment"). The City will not be required to pay any Contract Installment if the City is not
satisfied with the Provider's performance under this Agreement or any default or breach of this
Agreement by the Provider exists, as the City may determine in its sole discretion. The sum of all
Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek
reimbursement for any expenses in excess of the Contract Amount.
3. Term.; Termination. Unless earlier terminated in accordance with its terms, this
Agreement will end upon the Provider's satisfaction of all her obligations hereunder and the City's
final payment therefor. Notwithstanding the foregoing, effective immediately upon delivery of a
written termination notice to the Provider, the City may terminate this Agreement, in whole or in
part, for any reason, if the City determines that such termination is in the best interest of the City.
In addition, in accordance with Ind. Code 6-1.1-18, payments are subject to appropriation by the
City. If the City makes a written determination that funds are not appropriated or are otherwise
unavailable to support the continuation of this Agreement, it shall be cancelled. A determination
by the City that funds are not appropriated or are otherwise unavailable to support the continuation
of performance shall be final and conclusive. In the event of early termination, the City will
compensate the Provider for work satisfactorily performed prior to the City's delivery of a
termination notice, but the City will not be required to pay any Contract Installment or be otherwise
liable for any cost associated with the Provider's performance of any Services after the City's
delivery of a termination notice.
4. Remedies for Breach of Contract. Failure to complete the Services in accordance
with this Agreement will be considered a material breach. In the event of such breach, the City
may suspend all payments to the Provider and may pursue any and all remedies available at law
or in equity. The Provider shall repay to the City any portion of the Contract Amount expended
for matters not within the scope of the Services.
5. Point of Contact. The City employee identified in Section 10 below will,serve as
the City's principal point of contact for purposes of this Agreement.
6. RclatioqLhip. The Provider shall at all times be an independent contractor for the
performance of the Services rather than an employee of the City, and no act or omission to act by
the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit
of the Parties and not for any third party or person. This Agreement was mutually negotiated and
prepared by the Parties at arm's length such that neither Party will be deemed to be the drafter of
this Agreement for purposes of applying any presumption against one of the Parties concerning
the construction of this Agreement's terms, and each of the Parties hereto has reviewed and
approved the form of this Agreement after the opportunity to consult with independent legal
counsel. The City and the Provider hereby renounce the existence of any form of agency
relationship, joint venture, or partnership between the Provider and the City and agree that nothing
contained herein or in any document executed in connection herewith shall be construed as creating
any such relationship between the City and the Provider.
7. Indennnification of City. The Provider 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 Provider under this Agreement and from all costs and
attorney fees in connection therewith, except for claims arising out of the negligence of the City,
its officials, directors, employees, and agents. The obligations of the Provider under this section
shall survive the termination of this Agreement.
8. Work Product, Ownership. The Provider will submit her work product to the City
in accordance with the terms of this Agreement, and the same will be the exclusive property of the
City.
9. As�ent. The Provider shall not assign or subcontract the whole or any part of
this Agreement or her obligations hereunder without the prior written consent of the City.
10. Notices. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered, whether or not actually received, when deposited in the United States
Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to
the City or the Provider, as the case may be, at the address set forth below.
Provider: City:
Elizabeth Inks City of South Bend
1820 Portage Avenue 227 W. Jefferson Boulevard, Suite 1200 N.
South Bend, IN 46616 South Bend, IN 46601
Attn: Matt Coats, DFO Project Manager
11. Equal pportunity Non-Disclimination. Con plmancq, The Provider shall comply
with all applicable laws and regulations concerning hiring and employment practices and policies
2
for any activity covered by this Agreement. The Provider shall comply with all state, federal, and
municipal laws, regulations, and standards applicable to her 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 Provider certifies that she is in compliance with
each such provision and shall remain in compliance through the term of this Agreement.
12. Contractor's Affidavit. The Provider agrees, as a condition precedent to the
effectiveness of this Agreement, that she will execute and submit to the City and any other
appropriate bodies an affidavit in the form attached hereto as Exhibit B.
13. l r R-1'ree Work lack. The Provider hereby agrees to make a good faith effort to
provide and maintain a drug -free workplace. The Provider will give written notice to the City
within ten (10) days after receiving actual notice that the Provider or an employee of the Provider
within the State of Indiana has been convicted of a criminal drug violation occurring in the
workplace.
14. Entire Agreement; Amendment,• A a licable Law. 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 understandings of any and every nature
between them. This Agreement may be amended only by separate writing, signed by the Provider
and an authorized representative of the City. This Agreement will be construed and interpreted
according to the laws of the State of Indiana, and any dispute arising out of this Agreement or
otherwise concerning the Provider's rendering of the Services will be resolved in the courts located
in St. Joseph County, Indiana, unless the Parties mutually agree to a different method of dispute
resolution.
15. Severabilit. All provisions of this Agreement shall be considered as separate terms
and conditions, and in the event any one shall be held illegal, invalid, or unenforceable, all the
other provisions hereof shall remain in full force and effect as if the illegal, invalid, or
unenforceable provision were not a part hereof, unless the provision held illegal, invalid, or
unenforceable is a material provision of this Agreement, in which case the Provider and the City
agree to amend this Agreement with replacement provisions containing mutually acceptable terms
and conditions.
16. Force lylajcure. The Provider shall not be responsible for any failure or delay in the
performance of any obligation hereunder, if such failure or delay is due to a cause beyond the
Provider's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war,
third -party suppliers, or labor disputes.
[Signature page follows.]
C
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement For Professional
Services to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND
BOARD OF PUBLIC WORKS
... .. ......... ...._.........
Gary Gilot, President
Therese Dorau, Member
Ae�
.........................................................
Elizabeth Maradik, Member
G19n,pvieve Miller, Member
,Aura ember
m
ATTEST:
ATTEST:
Linda Martin, Cle
rk V10�
ELIZABETH INKS,
an Indiana resident
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Date: S 0
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EXHIBIT A
Statement of Work
gervi cec
In accordance with the terms of this Agreement, the Provider will serve, in the capacity of an
independent contractor and consultant, as a member of the City's project team responsible for
configuring, implementing, and introducing into the City's administrative operations the Microsoft
Dynamics 365 for Finance & Operations ("Dynamics") enterprise resource planning platform
(collectively, the "Project"). The City's implementation consultant for the Project is Crowe LLP
("Crowe") pursuant to the Services Agreement For Enterprise Resource Planning Services dated
October 9, 2018 (the "Contract").
Within the meaning of such roles under the terms of the Contract and as commonly used in the
execution of the Project, the Provider will serve as the Functional Lead for all activities related to
the configuration, implementation, and introduction of the Projects & Grants module of Dynamics
and as a Subject Matter Expert relied upon from time to time to provide guidance and input related
to the configuration, implementation, and introduction of the Budgeting (Control & Planning) and
the Cash & Bank Management modules of Dynamics. Without limiting the generality of the
foregoing, subject to the discretion and direction of the City's Project Manager, the Provider will
perform the following specific duties in furtherance of the Project:
Serve as the City's principal representative and lead participant in all prototyping, data
conversion, conference room pilot, training, and other sessions and activities concerning
the Projects & Grants module.
2. Assist, when requested by the City's Project Manager, in the Project activities related to
the Budgeting (Control & Planning) and the Cash & Bank Management modules.
Coordinate and collect all necessary information and feedback requested by Crowe or by
the City's Project Manager.
4. Prepare all documents, work product, and other materials requested by Crowe or by the
City's Project Manager.
Assist with and facilitate organizational change management activities associated with the
Project.
6. Undertake all other activities and efforts reasonably required in connection with the
Project, as determined by the City's Project Manager.
Commencement and Conclusion
The Provider will commence rendering the Services upon written notice from the City's Project
Manager, which the Project Manager will deliver on or after August 1, 2019. At or around the
A-1
Project's completion, or at any other time the City's Project Manager determines the Provider's
services have concluded, the City's Project Manager will notify the Provider in writing that her
participation in the Project has concluded. The Provider will not be compensated under this
Agreement for any work done before receiving the notice of commencement or after receiving the
notice of conclusion.
Work Locations and Parkin
When reasonably requested by the City's Project Manager, depending upon the nature of the
Provider's work at a given point in time, the Provider will render the Services in -person at the
appropriate work location(s) of the City. At all other times during the term of this Agreement, the
Provider will be permitted to render the Services from a remote work location unless and until
otherwise determined by the Project Manager with reasonable notice to the Provider.
Whenever required to render in -person Services at a City location, the Provider will be granted
parking privileges, at no cost to the Provider, within a reasonable distance of the City location.
Contract Amount and Invoicin
The Contract Amount will be payable to the Provider in installments upon monthly invoicing to
the City at a rate of Fifty Dollars ($50.00) per hour. By the tenth day of each month following the
month in which the Provider receives the notice of commencement, the Provider will submit a
written invoice to the City's Project Manager detailing the dates, hours spent, and a narrative
description of all Services rendered by the Provider during the preceding month. Upon satisfactory
review and approval by the City, the City will pay the Provider under each such invoice no later
than thirty (30) days after the City's receipt of the invoice.
A-2
EXHIBIT B
Contractor's Affidavit
[See attached.]
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 __ )
SS:
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 ($20,000,000) 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
Non -Collusion Non -Debarment Affidavit Non [ran Form 2016
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, gender expression, gender identity, sexual orientation 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.
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.
Non -Collusion Non -Debarment Affidavit Non Iran Form 2016
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, gender
expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of
this provision may be regarded as material breach of contract.
I, 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). I hereby certify that I and all subcontractors employed by me for this project will
use steel products or foundry products made in the United States on this project if awarded. I
understand I have an affirmative duty to notify the City in my bid that my proposal does not
include the use of steel products or foundry products made in the United States. I understand it is
my sole obligation and responsibility to provide a justification to the City, subject to review and
approval, why the cost of United States made steel or foundry products is unreasonable. Prior to
award and upon submission of bid which does not use steel products or foundry products made
in the United States, the City, through its director of public works, shall make a determination if
the price of United States made steel or foundry is unreasonable. 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 7—day Of ' 20 L
Contractor/Bidder (Firm)
y L. "0IMM
°� " ° '•lSt Won ° SI natu . of Contractor/Bidder or Its Agent
C4wExoms
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Printed Name and Title
Subscribed and sworn to before me this 2- day of 20
My Commission Idxpires°,
NiryITITIT ub i.,s
County of Residence
Non -Collusion Non -Debarment Affidavit Non Iran Form 2016
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date May 7,,.._2019 ....................
Name Benjamin Dougherty Department Admin & Finance
1 9 Y.... .... ......
a 14_
BPW Date M, 2019 Phone Extension 7678
Re uired Prior to Submittal to Board
Legal X Elliot Anderson
Controller review is required for all Contracts $5,000.00 or more
Controller ® and greater than one year in length per the City Purchasing
Policy
Purchasing ❑
Check the
" Agreement
® Professional Services
[] Bid Opening
Quote Opening
El Chg Order No.
El Ease./Encroach.
I-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
wroor ate Item T oe — Reau red" for All Submissions
Proposal
[:]
Contract El
Amendment
E]
Bid Award
�
Quote Award
C/O & PCA No. ❑ PCA
❑
Traffic Control � Resolution
Claim
Addendum
❑ Req. to Advertise ❑ Title Sheet
Re uired Information
Elizabeth Inks
Yes ® If Yes, Approved by Purchasing
❑ No
El MBE Completed E-Verify Form Attached
E] WBE
DFOIm lementation ..._...
None
Fund 404 COITIT .............................. ......
404-0672-415.31-06
�................. .
NTE $37,500
El Yes
❑ No
Contract for professional services for participation and leadership
on DFO implementation team (post -retirement).
For Chang Orders Only
Amount of Increase $
Decrease $
Previous Amount $
Current Percent of Changer %
New Amount $
Total Percent of Change: %
Time Extension: ..�
Dispersal After Approval
Copy
Original
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