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HomeMy WebLinkAboutProfessional Services Agreement - Auriel Information Systems Inc - Services to South Bend Plan Commission for IT Related Software1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOT ITH BEND. INDIANA 46601-1 830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARDOF PUBLIC WORKS August 13, 2019 David Fazio Auriel Information Systems, Inc. 115 N. Williams St., Suite P South Bend, IN 46601 RE: Professional Services Agreement Dear Mr. Fazio: 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 services to the South Bend Plan Commission for IT related software development and three (3) licenses for zoning staff in the amount of $6,000. 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 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this "Agreement") is entered into on August 1, 2019, by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Auriel Information Systems, Inc., an Indiana corporation with its address at 115 N. William Street, Suite P, South Bend, Indiana 46601 (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 Provider's proposal attached hereto as 1 Xhibit,,.A (the "Scope of Work"). In the event of any conflict between the terms of this Agreement and the terms of the Scope of Work, the terms of this Agreement will prevail. The Provider will execute its obligations under this Agreement in accordance with the prevailing professional standard of care. 2. Compegsatioii. 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 a total sum not to exceed Two Thousand Five Hundred Dollars ($2,500.00) for the remainder of 2019. Thereafter the City will pay Six Thousand ($6,000) per year (the "Contract Amount") billed monthly at Five Hundred Dollars ($500.00) per month. The City will pay the Contract Amount to the Provider in each year in which the Contract is renewed as provided herein. The City will pay the Contract Amount in installments upon invoicing by the Provider as described in the Scope of Work (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. 3. I"enn Trr it awtwion.. This Agreement will become effective on August 1, 2019, and will continue until December 31, 2020; provided, however, that the Parties may renew this Agreement by mutual written agreement for successive one (1) year terms. Either Party may terminate this Agreement prior to its expiration date by providing the other Party with ninety (90) days advance written 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 Contract Administrator identified in Section 10 below will serve as the City's principal point of contact for purposes of this Agreement. 6. Relatioa�slitt. 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 negotiated by the Parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. 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. IndemnificationofCity. 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, excepting for claims arising solely 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. Copyri h� is Ownership. The Provider retains all copyrights for all software applications developed by the Provider's programmers and the Provider regards the logical coding of data tables, reporting and processing procedures, and menus and form design, the intellectual property of the Provider and the Provider's programmers. The City shall honor the copyrights of the Provider's applications, as well as the copyrights of all other system software used by the Provider in its comprehensive system. The City shall not share copyrighted material with any person or company without express written approval from the Provider's officers and copyright holders. The Parties agree that all data provided by the City to the Provider for performance of the Services is solely owned by the City and will be exported to variable length files by the Provider at the City's request. 9. Limitation of Liability. Notwithstanding anything to the contrary and to the fullest extent permitted by law, the City agrees that the total liability of the Provider in connection with this Agreement, whether in contract, tort, negligence, breach or otherwise, shall not exceed the Contract Amount. 10. Lice. 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: Auriel Information Systems, Inc. 115 N. Williams St., Suite P. South Bend, IN 46601 Attn: David Fazio itv: C ................... Innovation and Technology Department City of South Bend 227 W. Jefferson Blvd. South Bend, IN 46601 Dan O'Connor, Chief Technology Officer (the "Contract 2 Administrator") 11. �� 1 Opportunity. The Provider shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. The Provider 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 22-5-1.7-3 (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 it is in compliance with each such provision and shall remain in compliance through the term of this Agreement. 12 l°mJiiire.A l c xi nt„ ta�c��&Lrit�m�'�p�lrgabl� � qW. 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 understanding of any and every nature between them. This Agreement may be amended only by separate writing, signed by authorized representatives of both the Provider and the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana. 13. Ads npigp_�. The Provider shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 14. Non -Collusion. The undersigned attests, subject to the penalties of perjury, that he is the Provider and that he has not entered into or offered to enter into any combination, collusion, or agreement to receive or pay, and that he has not received or paid, any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face hereof. 15. l: r Free Workplace. 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. [Signature page follows.] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement For Professional Services to be effective as of the Effective Date stated above. AURIEL INFORMATION SYSTEMS, INC. Signature .. _..._............................................ ...�..... ..�................ww_v Printed Name and Title Street Address...__......_....._..... .._.._. City, Stale Zip Telephone Fax CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC W RICS �d ... . W.-�.........._ w "ark` A. Gilot, President Gene v e E. Mille Ls M uruber a O'Sullivan, Member Elizabi, i A.I� radik_Member Therese J..m ()rauu, Member ATTEST: i da M. Martin, Clerk 4 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name Auqust 5, 2019 Tim Corcoran Department Community Investment PW Date x r._ uSt 13, 2019 Phone Extension 7692 p� , °` _ Jeuired Prior to Submittal to Board Legal X Sandra Kennedy Controller review is required for all Contracts $5,000.00 or more Controller X and greater than one year in length per the City Purchasing Policy Purchasing X .�.... ... . e �e rye for All S Check the J ro r�iate Item T p Submissions .. _.. a ...... - Agreement ❑' Contract I ❑I Add e nd u m 0 Proposal p X Professional Services Amendment ❑ Bid Opening Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Chg Order No. ❑ C/O & PCA No. _ _ ❑ PCA [❑ Ease./Encroach, ❑ Traffic Control �.� Resolution Other: Claim .� Rdw..l nformation _.m.� Company or Vendor ....._.... dor Name Auriel Information Systems_ New Vendor ❑ Yes If Yes, Approved by Purchasing X No MBE/WBE Contractor ❑ MBE Completed E-Verify Form Attached El Yes 0 WBE ❑ No Project Name Plan Commission Software Development .... ....... Project Number N/A Funding Source -- ..................... _ 211 1001 . - ----_...........� � .... --- - 460 31 06 Account No. _.___...... - -- .................. ......... ------- N/A Amount .... mm.w.. --- ...... . $6000yearly feed erms o Contract ------------------ e / total yearly fee Three licenses ...... ___— Purpose/Description To provide professional services to the SB Plan Commission for IT related software development and three licenses for Zoning Staff. .... .......:. -.. Orders a���r�� For Chan e Ord �_ Amount of Increase $ Decrease $ Previous Amount __ ._ ..,m__ ._.... ��� ..... _..._- $