HomeMy WebLinkAboutAgreement - EnFocus Inc - Project Management for Tech Resource Center1316 COUNTY -CITY BUILDING
227 W.JEFFERSON BOULEVARD
SOI ITH BEND. INDIANA 46601-1 Ran
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CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARDU IC WORKS
August 13, 2019
Allison Egan
EnFocus, Inc.
Studebaker Building 113
635 S Lafayette Blvd.
South Bend, IN 46601
RE: Agreement
Dear Ms. Egan:
PHONE 574/235-9251
FAX 574/235-9171
The Board of Public Works, at its meeting held on August 13, 2019, approved the above
referenced agreement regarding project management support for the Technology Resource
Center in the amount of $28,000.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU
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In collaboration with:
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Compiled by:
enFocus, Inc.
August 2019
Name of Organization
Summary of Proposal
Proposed Project Duration
Total Requested Amount
Name of Organizational Contact
Title of Organizational Contact
Address of Organizational Contact
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City of South Bend
This proposal outlines enFocus efforts to
support the City of South Bend: South
Bend - Elkhart Technology Resource
Center.
August 19, 2019-July31, 2020
$28,000
Denise Riedl
Chief Innovation Officer
County -City Building
227 W Jefferson Blvd
South Bend, IN, 46601
Email Address of Organizational Contact driedl@southbendin.gov
Telephone Number of Organizational (574)-235-5854
Contact
Name and Title of enFocus Project Contact Allison Egan, Program Director for Civic
Innovation
Telephone Number of enFocus Project 815-546-9383
Contact
Email Address of enFocus Project Contact a.egan@en-focus.org
This document and its contents are confidential. lfyou have received this
document in error, please destroy immediately.
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enFocus Company Sponsorship Terms
We want you to understand the basis under which we offer our services to you and determine
our fees, as well as to clarify the relationship and responsibilities between your organization
and enFocus. These terms are part of our engagement letter and apply to all future services,
unless a specific engagement letter is entered for those services. Each of these terms shall
survive and apply after termination of this agreement.
This Consulting Agreement (the "Agreement") is entered into on August 13, 2019, 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 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.
(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 August 19, 2019
and ending on July 31, 2020.
(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
Sponsors sole discretion.
(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.
This document and its contents are confidential. l{you have received this
document in error, please destroy immediately.
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(a) In consideration of the services rendered by the Consultant under this Agreement, the
Sponsor shall pay the Consultant an amount not to exceed Fifty -Six Thousand Dollars
($56,000.00) (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 30 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:
(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.
(c) 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
This document and its contents are con{"dential lfyou have received this
document in error, please destroy immediately.
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(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.
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: Allison Egan, Program Director for Civic Innovation
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.
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
This document and its contents are confidential. lfyou have received this
document in error, please destroy immediately.
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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.
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.
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.
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.
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 obligations under this
L This document and its contents are confidential. lfyou have received this
document in error, please destroy immediately.
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Agreement does not conflict with any order, law, rule or regulation or any agreement or
understanding by which such party is bound.
(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).
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.
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.
In accordance with applicable laws, payments are subject to annual appropriation. If the
City Controller 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 Controller that funds are not appropriated or are otherwise
unavailable to support the continuation of performance shall be final and conclusive.
Invalidity or unenforceability of one or more provisions of this agreement shall not affect
any other provision of this agreement.
This document and its contents are confidential. lfyou have received this
document in error, please destroy immediately.
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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 22-9-1-10 (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 to make a good faith effort to provide and maintain a drug -free
workplace and will give written notice to the City within ten (10) days after receiving actual
notice that the Consultant or an employee of the Consultant within the State of Indiana has
been convicted of a criminal drug violation occurring in the workplace.
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.
This agreement is subject to the laws and regulations of the State of Indiana.
By signing this agreement, all parties agree to the terms as described above. Alterations to this
agreement can only be made by both parties and must be placed in writing. Both parties will
receive a printed copy of this agreement, and will be responsible for upholding its terms.
[Signature page follows.]
This document and its contents are confidential lfyou have received this
document in error please destroy immediately.
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The Client Lead will be responsible for supporting the construction and launch of the TRC.
Focus areas will include:
• Environmental Design and Procurement of Equipment
o Identify key partnerships with entities interested in making in -kind donations
o Design and provide list of equipment needs
o Coordinate construction communication
• Building out Programming and Training Business Model
o Internet of Things / Arduino Workshop
o South Bend Academy
o Partnerships with external experts / the private sector
• Marketing, Branding, and Rollout Strategy
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.
The fee for this engagement is $40 per hour for up to 1,400 hours i.e. up to $28,000. Hours will
be recorded for each month and invoiced on the first business day of November 2019, February
2020, May 2020, and August 2020.
• Initiate engagement on August 19, 2019
• End engagement on July 31, 2020
• Hours will be billed for this contract once there are no more hours remaining on the
previous enFocus-DoIT Fellowship 2018-2019 contract
• The Client Lead will spend approximately 16 hours per week onsite
• The Project Manager will provide approximately 1 hour per week in support
• This will equate to approximately 700 hours over the course of the engagement.
This document and its contents are confidential lfyou have received this
document in error, please destroy immediately.
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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 Denise Riedl (Chief
Innovation Officer) as the Project Champion.
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.
This document and its contents are confidential. lfyou have received this
document in error, please destroy immediately.
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CITY:
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
GaryA. Gilot, President Genevieve Miller, Member.
Therese Dorau, Member aura � O'Sullivan, Member
Elizabeth Maradik, Member
ATTEST:
16 da M. Martin, Clerk
Date: August 13, 2019
ENFOCUS:
ENFOCUS, INC.
By:
Printed:
Title:
Date:
This document and its contents are confidential. Ifyou have received this
document in error please destroy immediately.
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Fellowship Program at the Department of Innovation and Technology
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.
This document details the proposed shape of a 2019-2020 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 new "South Bend -
Elkhart Technology Resource Center" (TRC) 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 shall insert one Client Lead (Utkarsh Jain, enFocus Innovation Fellow) into TRC. The
Client Lead will be supported by a Project Manager (Michael Bogdan, enFocus Second -Year
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.
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
This document and its contents are confidential. lfyou have received this
document in error please destroy immediately.
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 8/5/19
Name Denise Riedl
Department Innovation & Tech
BPW Date 8/13/19 Phone Extension 6004
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Controller and greater than one year in length per the City Purchasing
Policy
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Project management su,pport for Technology Resource Center