THIS CONTRACTOR AGREEMENT (“Agreement”) is made as of January 1, 2023 by and between The MARYLAND INFORMATION NETWORK 2-1-1 MARYAND, INC Maryland non-stock charitable corporation (“211 Maryland”) and ARGITEK Management Consulting (the “Contractor”).
BACKGROUND
211 Maryland desires to retain the services of the Contractor, and the Contractor desires to be so retained, to provide Program Management services to 211 Maryland.
AGREEMENT
In consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
- Term.
The term of this Agreement shall be January 1, 2023, through (a) June 30, 2023 or at agreed upon completion of the scope of work, or, (b) the earlier termination of this Agreement as provided in Section 4.
- Contract Services.
(a) The Contractor shall perform the work described in the Statement of Work (the “Work”) attached to this Agreement and made a part of this Agreement.
(b) The provisions of the Statement of Work, including the nature of the Work described therein, may change to meet 211 Maryland’s requirements and in such event, 211 Maryland and Contractor will execute an amendment to the Statement of Work to reflect such changes. If such changes cause an increase or decrease in the scope of Work, in the Contractor’s costs of performance, or the time for performance of any Work, such amendment to the Statement of Work will include an equitable adjustment in the compensation and/or the time of performance as applicable as mutually agreed upon in writing and signed by the parties.
(c) Except as expressly modified by a written amendment to the Statement of Work or in an amendment to this Agreement, in either case executed by the parties, the terms of this Agreement will continue to govern the relationship between 211 Maryland and the Contractor.
- Payment of Project Fees.
- a) In consideration for performing the Work, the Contractor shall be paid a fixed fee of $50, 370 (“Project Fees”) for Work accepted by 211 Maryland as provided for in the Statement of Work, and payable according to the payment schedule below.
- b) The Contractor will be responsible for all of the Contractor’s own expenses, including the expense of supplying office, equipment, staff and other resources, which may be necessary in order to carry out the Work.
- c) If equipment is provided by 211 Maryland to the contractor that includes office supplies or other electronic equipment, the Contractor further hereby agrees and acknowledges that it will be the property of 211 Maryland and should be returned if requested by 211 Maryland or upon termination of this agreement.
- Termination.
(a) By 211 Maryland. 211 Maryland shall have the right to terminate this Agreement at any time, with or without cause, by giving written notice to the Contractor.
The termination shall become effective on the date specified in this notice.
(b) By the Contractor. The Contractor shall have the right to terminate this Agreement by giving written notice to 211 Maryland, upon any material breach of this Agreement by 211 Maryland (including failure to pay the Project Fee when due) which breach is not cured within fifteen (15) days after written notice to 211 Maryland.
(c) Continuation of Payments. Notwithstanding the termination of this Agreement (unless by 211 Maryland for cause), any Project Fees due the Contractor from 211 Maryland in accordance with Section 3 of this Agreement for authorized and satisfactorily completed Work rendered prior to the effective date of termination shall be payable to the Contractor until paid in full. If the Statement of Work provides that the Project Fee is based upon completion of certain phases of the Project, and this Agreement is terminated prior to completion of any such phase of the Project, then the Project Fee for that phase of the Project shall be pro-rated for that portion of such phase of the Project that has been satisfactorily completed prior to the date of termination as determined by 211 Maryland in its sole but reasonable discretion.
- Confidentiality and Non-Disclosure.
(a) The Contractor agrees that the Contractor and any party claiming through the Contractor, its agents, employees, and members, shall hold in strict confidence and shall not, either during the term of this Agreement or after the termination hereof, disclose, directly or indirectly, to any person any trade secrets or other information of 211 Maryland or its affiliates deemed to be confidential by 211 Maryland or any successor or assignee of 211 Maryland (“Confidential Information”). The Contractor further agrees not to use, copy, or transcribe any Confidential Information except as necessary for performance of the Work.
The Contractor hereby acknowledges and agrees that all Confidential Information is the property of 211 Maryland and of its successors and assignees, and that the Contractor shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and applicable law. Upon termination of this Agreement, Contractor will immediately prepare a list of and return to 211 Maryland all copies, in whatever form, of any and all Confidential Information in Contractor’s possession or control.
(b) The Contractor further hereby agrees and acknowledges that any disclosure of Confidential Information prohibited herein would result in irreparable injury and damage to 211 Maryland which will not be adequately compensable in monetary damages, that 211 Maryland will have no adequate remedy at law therefore, and that 211 Maryland shall be entitled to equitable relief including, but not limited to, preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees and specific performance as may be necessary to protect 211 Maryland against, or on account of, any breach by the Contractor of the provisions contained in this Section 5. No bond shall be required for such relief. Such remedies shall not be exclusive, but in addition to any other remedies available at law or in equity.
(c) If the Contractor becomes compelled to disclose Confidential Information in response to any compulsory judicial or governmental administrative process, the Contractor shall promptly provide 211 Maryland with written notice thereof, together with a copy of the subpoena, court order, or other document compelling such disclosure and will at the request of 211 Maryland cooperate with 211 Maryland, at 211 Maryland’s expense, in seeking a judicial order to quash, protective order, or other appropriate relief from such disclosure.
(d) The Contractor’s covenants and obligations hereunder with respect to Confidential Information are in addition to, and not in limitation of, any duty the Contractor has under applicable law, including, without limitation, the Maryland Uniform Trade Secret Act.
- Ownership of Work Product.
The term “Work Product” shall mean the deliverables, ideas, concepts, processes, methods, branding, inventions, innovations, improvements, methodologies, designs, diagrams, flow charts, documentation, materials, software and programming code, and any other works of authorship in any form or media and all components, parts, copies, version, enhancements, modifications, and derivative works thereof that Contractor may conceive, develop, or create in the course or as a result of performing the Services (including those specifically set forth in any Task Order) and whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection. All rights, title, and interest in any Work Product shall be exclusively owned by 211 Maryland. Moreover, all such Work Product will be considered “work made for hire” under United States law. Accordingly, 211 Maryland will acquire all rights, title, and interest in and to such Work Product as if 211 Maryland were the author, creator, or developer of such Work Product, and 211 Maryland shall have the exclusive right to use, market, sell, modify, promote, display, distribute, and otherwise exploit the Work Product in its sole discretion for any purpose (including by adapting to new media, applications, and formats). To the extent such Work Product is not considered a work-made-for-hire, Contractor hereby grants, conveys, transfers, and assigns to 211 Maryland all rights, title, and interest in and to such Work Product, including, without limitation, all intellectual and proprietary rights (generally, for the purposes of this Agreement, “Intellectual Property Rights“). In connection with the foregoing, Contractor hereby agrees to provide 211 Maryland and any persons designated by 211 Maryland reasonable assistance required to perfect such right, title, and interests or to confirm such waivers and consents.
Only to the extent approved by 211 Maryland in advance and in writing, 211 Maryland hereby grants to Contractor a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right and license only during the Term of this Agreement and only as directed by 211 Maryland to use specified 211 Maryland property, information, Intellectual Property Rights, software, programming code (source and object), application programs interfaces (APIs), branding, designs, ideas, concepts, processes, methods, documentation, content, or materials provided or made available by 211 Maryland and/or its suppliers (collectively, the “211 Maryland Property”). Nothing in this Agreement shall convey to Contractor any further rights, title, or interest in and to any 211 Maryland Property or any other 211 Maryland interests, licenses, or rights. Contractor agrees that all 211 Maryland Property shall remain at all times the property of 211 Maryland and/or its suppliers. Any use by Contractor of 211 Maryland’s trademarks, trade names, service marks, domain names, or logos shall only be with 211 Maryland’s prior written permission and only be in accordance with 211 Maryland’s then current trademark usage practices and any quality control measures, which 211 Maryland may communicate to Contractor from time to time. The use of 211 Maryland’s trademarks by Contractor and all goodwill attendant thereto shall inure exclusively to the benefit of 211 Maryland.
The Parties acknowledge that Contractor, in performing its obligations under this Agreement for 211 Maryland, may use software tools, pre-existing technology, or other pre-existing materials that were created or licensed by Contractor prior to the date of this Agreement (collectively “Pre-Existing Materials”). The parties agree that the Pre-Existing Materials shall be and remain at all times the property of Contractor and/or its suppliers. Contractor shall include in the Work Product appropriate proprietary rights legends with respect to any Pre-Existing Materials contained therein. Notwithstanding Contractor’s ownership of any Pre-Existing Materials, to the extent such Pre-Existing Materials are incorporated into any Work Product, Contractor hereby grants to 211 Maryland an irrevocable, perpetual, fully paid up, royalty-free, non-exclusive right and license to use any Pre-Existing Materials in connection with and to enable 211 Maryland to use and fully exploit the Work Product as contemplated herein.
- Independent Contractor Status.
The Contractor shall be deemed to be an independent contractor of 211 Maryland for all purposes, and nothing herein shall operate to establish or evidence an employment, agency, or partnership relationship between 211 Maryland and the Contractor. 211 Maryland shall not deduct from any Project Fees payable hereunder any Social Security withholding taxes or any other federal, state, or local tax or charge, whether now required or hereafter enacted. The Contractor is solely responsible for complying with all obligations under federal and state law pertaining to employees, including, without limitation, federal and state withholding taxes and unemployment compensation insurance for the Contractor and its own employees and subcontractors. The Contractor also understands that it is not eligible or entitled to pension, retirement benefits, health insurance, vacation or sick pay, holiday pay, or any other fringe benefits offered by 211 Maryland to its employees. 211 Maryland will issue to the Contractor an IRS Form 1099 for each calendar year in which 211 Maryland pays Project Fees to the Contractor. The Contractor will not, without the prior written consent of 211 Maryland, use any subcontractors to perform any of the Work. The Contractor accepts full responsibility and liability for the actions and negligence of its subcontractors. 211 Maryland shall incur no additional liability or expense by virtue of the Contractor’s use of a subcontractor.
- Non-Discrimination.
The Contractor may not discriminate against any employee or applicant for employment, or against any recipient of services or applicant for services, of the Contractor on the basis of race, color, religion, sex, national origin, sexual orientation, or any other characteristic that is forbidden as a basis for discrimination by applicable State and federal laws.
- Indemnification.
The Contractor, to the full extent of its lawful authority, agrees to save, hold harmless, and indemnify 211 Maryland from and against liability for any claims or legal actions arising from work performed under this Agreement.
- Non-competition and Non-solicitation.
Contractor agrees that during its retention by 2-1-1 Maryland and for a period of twelve (12) months thereafter,
The Contractor shall be allowed to engage with businesses, that are in direct competition with 2-1-1 Maryland or shall operate a business in the state of Maryland that provides services that are in competition with 2-1-1 Maryland’s business, nor operate a business or provide services that directly contradict 2-1-1 Maryland’s Mission, so long as the work is not directly related to the services provided by 2-1-1 Maryland.
Contractor understands that it will not be allowed to be employed or perform contract work for such businesses. For purposes of this Agreement, a business considered to be in competition with 2-1-1 Maryland includes [501(c)(3) nonprofit organizations that administer call centers, that host a database of charitable organizations, etc._ (“Competitor”)].
Contractor also agrees that, for the period of twelve (12) months after the end of its retention by 2-1-1 Maryland, it will not solicit, induce, or attempt to solicit or induce any employee of 2-1-1 Maryland who was employed by 2-1-1 Maryland during the previous one-year period to leave employment with 2-1-1 Maryland or to consider employment with a Competitor without 2-1-1 Maryland’s written consent. This provision does not restrict Contractor from hiring an employee of 2-1-1 Maryland who responds to a widespread hiring notice or advertisement.
- Drug-Free Workplace.
The Contractor acknowledges 211 Maryland’s commitment to a Drug Free Workplace and agrees to abide by the requirements of the Drug Free Workplace Act.
- Severability.
211 Maryland and the Contractor recognize that the laws and public policies of the State of Maryland are subject to varying interpretations and change. It is the intention of 211 Maryland and of the Contractor that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies of the State of Maryland, but that the unenforceability (or the modification to conform to such laws or public policies) of any provision or provisions hereof shall not render unenforceable, or impair, any other provision or provisions in this Agreement. Accordingly, if any provisions of this Agreement shall be determined to be invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions and to alter the balance of this Agreement in order to render it valid and enforceable.
- Assignment.
Neither the rights nor obligations under this Agreement may be assigned by either party, in whole or in part, by operation of law or otherwise, except that they shall be binding upon and inure to the benefit of any successor of 211 Maryland, whether by merger, sale of assets, reorganization or otherwise.
- Notices.
Any notice expressly provided for under this Agreement shall be in writing and shall be given (a) by hand delivery, (b) by certified or registered mail, postage prepaid, or (c) by express overnight delivery service by a nationally recognized carrier (such as Federal Express or UPS), and shall be deemed sufficiently given when actually received by the party to be notified or, if sent by U.S. mail or by express overnight delivery service, on the first business day following the date of deposit of such notice with the United States Postal Service or the carrier, as the case may be. Notices will be addressed to the receiving party at such party’s address set forth below. Either party may, by notice to the other party, given in the manner provided for herein, change its address for receiving such notices.
- If to 211 Maryland, to:
Quinton Askew
President/CEO
The Maryland Information Network, 211 Maryland, Inc.
9770 Patuxent Woods Drive, Suite 334
Columbia, MD 21046
(b) If to the Contractor, to:
Kenyn Benjamin
3608 Offutt Rd. #134
Randallstown, MD 21133
- Governing Law; Jurisdiction.
This Agreement shall be executed, construed, and performed in accordance with the laws of the State of Maryland without giving effect to conflict of law provisions that would cause the laws of another jurisdiction to apply. Any action, suit or proceeding arising out of, connected with, or pertaining to this Agreement shall be submitted exclusively to the Circuit Court of Baltimore City, Maryland, and all parties hereto hereby consent to the jurisdiction of such court and irrevocably waive any objection as to personal jurisdiction, venue, or inconvenient forum.
- Entire Agreement; Amendments.
This Agreement (including the Statement of Work) constitutes and embodies the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings in connection with such subject matter. No covenant or condition not expressed in this Agreement shall affect or be effective to interpret, change or restrict this Agreement. No change, termination, or attempted waiver of any of the provisions of this Agreement shall be binding, unless in writing signed by the Contractor and on behalf of 211 Maryland by an officer thereunto duly authorized by 211 Maryland. No modification, waiver, termination, rescission, discharge, or cancellation of this Agreement shall affect the right of any party to enforce any other provision or to exercise any right or remedy in the event of any other default.
- Counterparts.
This Agreement (including the Statement of Work) may be executed in counterparts, in which event each such counterpart will be deemed to be an original, but all of which counterparts together shall constitute one and the same instrument. The transmission of a signed counterpart of this Agreement (including the Statement of Work) by facsimile or by portable document format (.pdf) will have the same force and effect as delivery of an original signed counterpart of this Agreement and will constitute valid and effective delivery for all purposes of this Agreement.
EXECUTED by the parties on the dates set forth below.
THE MARYLAND INFORMATION NETWORK 211 MARYLAND, INC.
| By: Quinton Askew
__________________________________________ President/CEO
Date:
|
By: Kenyn Benjamin
__________________________________________ Contractor
Date:
|
STATEMENT OF WORK
As requested by 211 Maryland, the Contractor shall:
Phase I: 211 System Consolidation
ARGITEK will serve as the project lead for the organizational change initiative that consolidates the 211 Maryland system under Maryland Information Network’s technology platforms for FY24. In this role, ARTIGEK will provide project management, risk mitigation and
routine progress reports. The key goals, objectives, and deliverables to be accomplished under this contract are as follows:
Goal 1: Database Implementation
Implement a statewide community resource database that is legally owned by Maryland Information Network and capable of powering all Maryland Information Network information and referral initiatives.
Objectives:
- Publish restructured resource records that support the information consumption needs of 211 specialists for callers and the consumption needs of website visitors.
| Task/Activity | Deliverables | Timeline |
| · Update iCarol resource records to fit FindHelp data structure.
· Oversee implementation of Find Help resource records to iCarol. · Oversee gap analysis between FindHelp resource record set and the current 211 database. · Oversee data quality review of MIN records including addition of missing records and update missing or inaccurate resource data. |
MIN owned and editable resource records comparable to existing 211 database.
MIN resource style guide |
March 2023 |
- Ensure all 211 powered websites and search engines are connected to the Maryland Information Network owned database and receive daily resource updates.
| Task/Activity | Deliverables | Timeline |
| · Transfer 211, Press 1 website to Site Savvy
controlled resource database and update with MIN owned records. · Connect 211 search to MIN database with MIN owned records. · Connect Maryland Access Point search to MIN database with MIN owned records. |
Press 1, 211 and MAP website and search are controlled by the MIN database and capable of receiving daily resource updates. | June 2023 |
Goal 2: Virtual Contact Center
Implement a multilingual, adaptable, and trackable contact center ready to receive agents to answer information and referral contacts to 211.
Objectives:
- Call routing rules support regional call flow to regional expertise, balances answer rates across the state, and ensure timely redirect to MAP, 988 and Care Coordination Services.
| Task/Activity | Deliverables | Timeline |
| · Develop call routing strategy.
· Establish and implement professional services contract with NICE InContact for call routing script and agent setup. |
Pilot testing.
A final call routing script ready for activation on July 1st. |
April 2023 |
- Implement policies that ensure collection of data per contact, that provide insight on key contact center service metrics and efficiencies.
| Task/Activity | Deliverables | Timeline |
| · InContact Administrator Training | Documented IVR data standards and dictionary that, at minimum, meet reporting requirements. | June 2023 |
Goal 3: Centralized CRM System
Implement a central CRM system for documentation of 211 contacts in a manner that provides Maryland Information Network with real time accessibility of statewide need and referral data.
Objectives:
- Policies are implemented that ensure complete and timely reporting of grant required reports.
| Task/Activity | Deliverables | Timeline |
| · Develop data exporting, transformation, and reporting schema.
· Data export testing |
Defined and documented data MIN reporting process for FY24 grant requirements. | June 2023 |
- Contact records capture information and referral data that provides Maryland Information Network with insight on caller needs, services provided, services available and caller demographics.
| Task/Activity | Deliverables | Timeline |
| · Develop data exporting, transformation, and reporting schema.
· Data export testing |
Defined and documented data MIN reporting process for FY24 grant requirements. | June 2023 |
PROJECT FEES:
Line-Item Time Cost
Project Management Activities 8 hours weekly over 26 weeks $23,920
Project fees include meetings and status reports.
TOTAL $23,920
Phase II: Maryland Primary Care Program Partnership
ARGITEK will serve as the project lead for the implementation of deliverables defined under the Maryland Information Network/MDPCP/CRISP Phase 2 Partnership Agreement. Key objectives and deliverables to be accomplished under this contract are as follows:
Goal 4: Enhanced Data Quality and Access
- Improved data quality for food and medication assistance related resource records.
| Task/Activity | Deliverables | Timeline |
| · Eligibility data elements are restructured from a long text format to a bulleted list that is easier for readers and includes, where applicable, eligibility by age group, veteran status, citizenship, income status (i.e., low income, benefit recipient). | Documented style guide for eligibility data element.
The 211 public search is filterable (for food and medication assistance resources) by age group served, veteran status, citizenship, and income status. |
June 30, 2023 |
| · Target population data elements are restructured from a long text format to a multi-selection check list for search-ability and filtering. Where applicable, it will include infant, children, pregnant, families, families with children, single parent, parents, seniors, caregivers, young adults, teens. | Documented style guide
for target population data element.
The 211 public search is filterable (for food and medication assistance resources) by population served. |
June 30, 2023 |
- Enhanced data access for Maryland Information Network partners seeking custom resource catalogs (“service registers”).
| Task/Activity | Deliverables | Timeline |
| · Data element and/or taxonomy is added to the existing data structure and then used to categorize specified records that represent a CRISP specific subset of 211 resource records. | The 211-resource data is filterable by a CRISP “taxonomy” or category. | June 30, 2023 |
Goal 5: Stakeholder Engagement
- Provide outreach to local human service agencies at county governments in Western and Eastern Maryland (at least 1 in each region).
| Task/Activity | Deliverables | Timeline |
| · Provide outreach to local human service agencies at county governments in Western and Eastern Maryland (at least 1 in each region), targeting areas in which users have said 211’s resource directory lacks comprehensive coverage – and work with government agencies to assess resource gaps and establish “service registers” (i.e., complete, canonical lists) of the services that they fund through grants and contracts. | Partnership agreement establishing a 211-resource data service register with an Eastern Maryland human services funder or coalition of human service agencies for resource data sharing.
Partnership agreement establishing a 211-resource data service register with an Western Maryland human services funder or coalition of human service agencies for resource data sharing. |
June 30, 2023 |
| · Data elements and/or taxonomy is added to the existing data structure and then used to categorize specified records that represent specific subset of 211 resource records defined by new partnership agreements. | The 211-resource data is filterable by a Western MD and an Eastern MD partnership service registry. | June 30, 2023 |
PROJECT FEES:
Line-Item Time Cost
Project Management Activities 4 hours weekly over 26 weeks $11,960
Service Design 4 hours weekly over 12 weeks $5,520
Partnership Development 3 hours weekly over 26 weeks $8,970
TOTAL $26,450
Additionally, ARGITEK will serve to support the additional objectives of the MDPCP/CRISP agreement through regular availability as the SME at no additional cost.
