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HomeMy Public PortalAbout124-2021 - Cloudsmith Consulting - consulting on various software AGREEMENT THIS AGREEMENT made and entered into this:-5 day of October, 2021, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Parks and Recreation, with its office at 50 North 5th Street, Richmond, Indiana, 47374 (the "City") and CloudSmith Consulting, LLC — Caleb Smith, 220 South 4th Street, Richmond, Indiana 47374 (hereinafter individually and/or collectively referred to as the"Contractor"). • SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide consulting services to the City for ongoing projects related to the following: Activenet/POS,-Master Plan, future development, grant writing, remote access for fountains at Bistro Park, Google Online Studio, Dashboard Creation for Master Plan, Townscope Kiosk, Website Management, Google Listings, Tree Inventory, GIS, Mapping, and any other projects over which Contractor has knowledge and experience to provide consulting services which are deemed necessary by City. Contractor shall perform the services hereunder in a manner that is commensurate with what may be reasonably expected of an individual or entity • with sufficient training, knowledge, and experience in a similar locale; and further, Contractor shall timely perform such services and make good faith efforts to comply with any timelines set by the City. Finally, Contractor shall perform all services, as requested by City, as set forth in Exhibit"A"attached hereto and incorporated by reference herein. Should any provisions,terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions,terms,or conditions of this Agreement,this Agreement shall be controlling. • The Contractor shall furnish all labor,material, equipment, and services necessary for the proper completion of all work specified. No perfornnance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION 2. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. Contract No. 124-2021 Page 1 of 6 • SECTION 3. COMPENSATION City shall pay Contractor the sum of Twenty Dollars and 00/100 ($20.00) per hour for the services described herein, with a not-to-exceed amount of Ten Thousand Dollars ($10,000.00) annually. SECTION 4. TERM OF AGREEMENT This Agreement shall become effective when signed by the parties and shall continue in effect for two (2) years from the date of execution hereof. The parties shall have the option to renew this Agreement for an additional one (1) year should each party agree to said extension, which extension shall be evidenced by written Addendum to this Agreement. Notwithstanding the term of this Agreement, the City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure,for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission by the Contractor to the City of reports that are incorrect or incomplete in an material respect c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant finding to the City under which this • Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the effective date by Contractor, but shall be relieved of any other • responsibility herein. This Agreement may also be terminated, in whole or in part,by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination,the portion to be terminated. SECTION 5. INDEMNIFICATION AND INSURANCE • Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that Page 2 of 6 nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement,purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation& Statutory Disability Requirements B. Employer's Liability $100,000.00 C. Comprehensive General Liability Section 1. Bodily Injury $1,000,000.00 each occurrence $2,000,000.00 aggregate Section 2. Property Damage $1,000,000.00 each occurrence • D. Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000.00 each person $1,000,000,00 each occurrence Section 2. Property Damage $1,000,000.00 each occurrence E. Comprehensive Umbrella Liability $1,000,000.00 each occurrence $1,000,000,00 each aggregate F. Malpractice/Errors &Omissions Insurance $1,000,000,00 each occurrence $2,000,000.00 each aggregate SECTION 6. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may • choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. Page 3 of 6 • SECTION 7. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION 8. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran, In the event the City determines during the course of this Agreement that this certification is no longer valid, the City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety(90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety(90) day period set forth above. SECTION 9. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting on behalf of Contractor or any sub-contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, • disability,national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1,the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any • person acting on behalf of Contractor or any sub-contractor, shall not discriminate Page 4 of 6 • by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub-contractor, or any person action on behalf of Contractor or any sub-contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race,religion, color,sex,national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and • 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement, C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION 10. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION 11.MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. It shall be controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. This Agreement may be simultaneously executed in several counterparts, each of which shall be • an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no • arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. Any person executing this Contract in a representative capacity hereby warrants that he has been duly authorized by his principal to execute this Contract. Page 5 of 6 In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by the City in its efforts to enforce this Agreement, including but not limited to,the City's reasonable attonley's fees,whether or not suit is filed. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF,the parties have executed this Agreement at Richmond,Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" "CONTRACTOR" TH H;CITY OF RICHMOND, CloudSmith Consulting,LLC—Caleb INDIANA by and through its Smith Board of Parks and Recreation By: By: Mike Foley,President r Date: 1 D ' S " Z/ Printed: / Approved: 7 Title: CO 'Bavrd . Sno , vo Date: l f1 0giZo Date: ©/42"( _" i Page 6 of 6 • CLOUDSMIITHI CONSULTING LLC 220 South 4th Street (765)259-4476 caleb.thomas.smith@gmail.com Richmond,Indiana 47374 calebsmith.info Information Technology, Data Management, and Development Services Consulting Proposal Prepared for: 1 ; ("44 • k }s' eta: Y ,' • ,��hyr �A,F --�-a,`_ 2 F'_j{@�.�jy���y/�ie,, ���,+��ry�y�\"j e+. s h(yZ • Summary The Richmond Parks and Recreation Department (the Department) is in need of additional assistance to maintain and improve a variety of digital assets,systems, and projects. Cloudsmith Consulting LLC would be grateful for the opportunity to provide this assistance to the Department through an ongoing contractual/consulting relationship wherein the contractor will be available on an as-needed basis to receive requests and complete assigned duties independently. CLOUDSMIETH CONS LTING LLC 220 South 4th Street (765)259-4476 caleb.thomas.sinith@gmail.com Richmond,Indiana 47374 calebsmith.info Project Proposal • • ActiveNet o Coordinate ActiveNet automated financial uploads to BS&A o Activenet tutorial videos for members of the public o updates, maintenance, and documentation • Parks Department sections of richmondindiana.gov o Re-organization and improvements of user experience o Ongoing maintenance and transition • GIS services o Work order system o Maps for public use o Geospatial data collection and analysis o Software training and ongoing support o Tree Inventory • Grant writing o Optional project management and reporting • Social media o Content management o Brand identity management o Comment and message monitoring o User management o Transition plan • Data management& reporting • Digital assets/properties report • Townescope Kiosk Management • Elstro Splashpad: email alerts setup and management • Press Releases/Media Relations • Dashboard creation (master plan tracking) • Training needs for staff as requested • Other duties as agreed upon Relationship/Terms and Conditions/Pricing • 24 to 48 hour turnaround on requests o If request will take longer than 48 hours to complete,an estimated time range will be provided for completion • Contractor will generally be available 10-15 hours a week • Contractor will send regular reminders and announcements as needed to all staff members • Proposed hourly rate:$20.00 per hour not to exceed a total of$10,000 annually • Invoices provided biweekly or monthly • Certificate of Insurance available upon request