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Services Agreement
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SERVICES AGREEMENT
THIS AGREEMENT (the “Agreement”) made and entered into the day and year set forth
below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation,
hereinafter referred to as the "City" and INNOVATIVE IT LLC, hereinafter referred to as "Service
Provider" and/or “iiT”.
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The Service Provider agrees to provide services in accordance with the
scope of services attached hereto as Exhibit A, consisting of four (4) pages and incorporated
herein by this reference.
2. The Work Schedule. The services to be performed pursuant to this Agreement shall be
performed in accordance with the timeline stated in Exhibit A.
3. Contract Period. This Agreement shall commence January 15, 2019 and shall continue in
full force and effect until December 31, 2019 unless sooner terminated as herein provided.
4. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence, then
the party so prevented shall be excused from whatever performance is prevented by such
cause. To the extent that the performance is actually prevented, the Service Provider must
provide written notice to the City of such condition within fifteen (15) days from the onset of
such condition.
5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the
City may terminate this Agreement at any time without cause by providing written notice of
termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days
prior to the termination date contained in said notice unless otherwise agreed in writing by
the parties. All notices provided under this Agreement shall be effective when mailed,
postage prepaid and sent to the following addresses:
Service Provider: City: Copy to:
Innovative IT LLC
Attn: Mary G. Siero
President
234 Nighthawk Trail
Lexington, NC 27295
msiero@iitconsulting.org
City of Fort Collins
Attn: Drew Brooks
PO Box 580
Fort Collins, CO 80522
dbrooks@fcgov.com
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
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In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the
Service Provider's obligations under this Agreement. Such payment shall be the Service
Provider's sole right and remedy for such termination.
6. Contract Sum. The City shall pay the Service Provider for the performance of this
Agreement, a fixed fee of $66,000 that includes all labor, expenses and travel required to
complete the project. Payment for the work hereunder shall be in accordance with milestone
payment schedule in Exhibit A. The Service Provider shall submit invoices to
invoices@fcgov.com for all work completed. The City shall pay all undisputed invoices Net
30 days from the date of the invoice.
7. City Representative. The City will designate, prior to commencement of the work, its
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the services provided under this agreement. All requests
concerning this agreement shall be directed to the City Representative.
8. Independent Service provider. The services to be performed by Service Provider are those
of an independent service provider and not of an employee of the City of Fort Collins. The
City shall not be responsible for withholding any portion of Service Provider's compensation
hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or
for any other purpose.
9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the city, which shall not be
unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of
the City), then the following provisions shall apply: (a) the subcontractor must be a reputable,
qualified firm with an established record of successful performance in its respective trade
performing identical or substantially similar work, (b) the subcontractor will be required to
comply with all applicable terms of this Agreement, (c) the subcontract will not create any
contractual relationship between any such subcontractor and the City, nor will it obligate the
City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor
will be subject to inspection by the City to the same extent as the work of the Service
Provider.
10. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City.
11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the
services shall not be construed to operate as a waiver of any rights or benefits provided to
the City under this Agreement or cause of action arising out of performance of this
Agreement.
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12. Warranty.
a. Service Provider warrants that all work performed hereunder shall be performed with the
highest degree of competence and care in accordance with accepted standards for work
of a similar nature.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
into any work shall be new and, where not specified, of the most suitable grade of their
respective kinds for their intended use, and all workmanship shall be acceptable to City.
c. Service Provider warrants all equipment, materials, labor and other work, provided under
this Agreement, except City-furnished materials, equipment and labor, against defects
and nonconformances in design, materials and workmanship/workwomanship for a
period beginning with the start of the work and ending twelve (12) months from and after
final acceptance under the Agreement, regardless whether the same were furnished or
performed by Service Provider or by any of its subcontractors of any tier. Upon receipt
of written notice from City of any such defect or nonconformances, the affected item or
part thereof shall be redesigned, repaired or replaced by Service Provider in a manner
and at a time acceptable to City.
13. Default. Each and every term and condition hereof shall be deemed to be a material element
of this Agreement. In the event either party should fail or refuse to perform according to the
terms of this agreement, such party may be declared in default thereof.
14. Remedies. In the event a party has been declared in default, such defaulting party shall be
allowed a period of ten (10) days within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement
and seek damages; (b) treat the Agreement as continuing and require specific performance;
or (c) avail himself of any other remedy at law or equity. If the non-defaulting party
commences legal or equitable actions against the defaulting party, the defaulting party shall
be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees
and costs incurred because of the default.
15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties.
16. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents
and employees against and from any and all actions, suits, claims, demands or liability
of any character whatsoever brought or asserted for injuries to or death of any person
or persons, or damages to property arising out of, result from or occurring in connection
with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
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c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider
shall provide and maintain insurance coverage naming the City as an additional insured
under this Agreement of the type and with the limits specified within Exhibit B, consisting
of one (1) page, attached hereto and incorporated herein by this reference. The Service
Provider before commencing services hereunder, shall deliver to the City's Purchasing
Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate
evidencing the insurance coverage required from an insurance company acceptable to
the City.
17. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
18. Law/Severability. The laws of the State of Colorado shall govern the construction
interpretation, execution and enforcement of this Agreement. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1. Service Provider does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. Service Provider will participate in either the e-Verify program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of Homeland
Security (the “e-Verify Program”) or the Department Program (the “Department
Program”), an employment verification program established pursuant to Section 8-
17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired
employees to perform work under this Agreement.
b. Service Provider shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
c. Service Provider is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
d. If Service Provider obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, Service Provider
shall:
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1. Notify such subcontractor and the City within three days that Service Provider has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to this section the subcontractor does not cease employing
or contracting with the illegal alien; except that Service Provider shall not terminate
the contract with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly employed
or contracted with an illegal alien.
e. Service Provider shall comply with any reasonable request by the Colorado Department
of Labor and Employment (the “Department”) made in the course of an investigation that
the Department undertakes or is undertaking pursuant to the authority established in
Subsection 8-17.5-102 (5), C.R.S.
f. If Service Provider violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, Service Provider shall be liable for actual and
consequential damages to the City arising out of Service Provider’s violation of
Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider violates this
provision of this Agreement and the City terminates the Agreement for such breach.
20. Special Provisions. Special provisions or conditions relating to the services to be performed
pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1)
page, attached hereto and incorporated herein by this reference.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul, Purchasing Director
Date:
ATTEST:
APPROVED AS TO FORM:
INNOVATIVE IT LLC
By:
Mary G. Siero, President
Date:
DocuSign Envelope ID: 80323C01-7935-4DE7-A834-C1ADD1843CE8
1/22/2019
Assistant City Attorney ll
1/22/2019
City Clerk
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EXHIBIT A
SCOPE OF SERVICES
Scope of Services
Innovative IT (iiT) consultants will conduct an in-depth, independent, and unbiased assessment
of the technology processes and people for the Transfort Division and Parking Services
(“Transfort”), with recommendations to streamline processes and potentially reduce the number
of applications as the result of duplication in functionality.
As part of our staffing review the consulting team will provide recommendations for staffing skill
sets and training plans along with recommended compensating controls for dealing with risks
introduced from staff or processes.
We understand that Transfort is looking for a review and analysis of its hardware/software/
systems/databases/components to identify implications and specific risks related to:
• The currency of its technology;
• Operational and management procedures related to maintenance and replacements;
• Duplication;
• Inadequate staffing skill sets; and
• Action and inaction as it relates to technology investments and replacements.
As part of this process, the consulting team will review inventories of hardware and software
assets; capacity and performance data; technical resources; current facility and technology
projects; operations and maintenance processes and workload; technical architectures;
operational processes; application programs and databases; outsourced workload; and cyber
security defenses.
Our work will be conducted remotely for those tasks that can easily be accomplished remotely;
and a significant portion of the project will be conducted onsite in which the consulting team will
review some documentation (for security reasons), and conduct interviews, walk-throughs,
examinations and observations.
The consulting team will first prepare a draft assessment report that documents the current state
of the technology environment at Transfort, review that report for accuracy and completeness
with the Transfort project team, and follow-up with a Final Report that details observations and
findings, risks, risk rankings, impacts, exposures, and suggested remediation actions.
The key consultants iiT will assign to this project all have transportation experience. As project
lead, Mary Siero was part of a team that performed similar assessments for Charlotte Area
Transit (CATS), Pierce Transit and various municipalities that are responsible for transit.
Michael Haddad recently retired from CATS where he was the Chief Transit Technology Officer
has now joined our team to provide current, relevant operational experience in the world of
Transit. The last key member of our team is Mike Parsons, a Senior Security Consultant and
experienced Security Architect/Engineer who has played key technical roles in InfoSec and
technology in the industries of Banking, Retail and Technical sales.
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Detailed Work Plan
TASK 1:
Our work will begin with a Project Kickoff meeting via WebEx which will include the following
sub-tasks:
a. Introduce team members and discuss roles
b. Ask Transfort to identify key contact(s) with whom the consulting team would work
c. Discuss communications procedures and formats. Who are primary contacts for
which areas? Who should be copied on communications?
d. Review the Scope of Work with Transfort to ensure a full and mutual understanding
e. Review and discuss project timeline/schedule and availability of personnel
f. Set up periodic progress meetings (or status reports, per Transfort preference), and
determine method (web-based, teleconference, etc.)
g. Determine dates for on-site information-gathering visits and meetings/interviews
h. Discuss deliverables, milestones, draft and final reports.
TASK 2:
iiT will work with Transfort to develop a detailed work plan for review and approval incorporates
approach and methodologies employed to include data collection and onsite interviews and
examinations. The work plan will take advantage of guidance from various industry best practice
frameworks including the NIST Critical Infrastructure Framework and European Union Agency
for Network and Information Security (ENISA) for transportation and will be tailored to suit the
unique objectives of Transfort.
Task 3:
Upon review and approval of the work plan, and an issuance of a notice to proceed, the
consulting team will begin the assessment by collecting existing and available information from
Transfort relevant to the project including, but not limited to (NOTE: some of the relevant
documentation may be reviewed onsite rather than provided based on its security
requirements):
a) Technology support structure, FTE count, and job descriptions
b) Applications in use
c) Technology support and monitoring tools used
d) Information re: current outsourced resources
e) Existing contracts and hosted systems arrangements for electronic
technologies
f) Current facility and technology projects and investments
g) Hardware, software, and database inventories (as available)
h) Network architecture standards
i) LAN/WAN/wireless network diagrams
j) Usage, outage, and performance data (if available)
k) Help Desk statistics
l) Current technology business continuity/disaster recovery plan
m) Existing written Transfort technology operations and maintenance policies
and procedures such as backup, fault management, equipment
replacement cycles, preventative maintenance schedules, etc.
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Task 4:
The consultant team will assess key staff members and required skill sets in the technologies
they work with and support. Individual interviews will be conducted to ask questions regarding
skill sets and workload. The output will include an assessment of
a. Key skill set strengths to build upon
b. Gaps in skill sets currently needed
c. Potential future skill set gaps
d. Resulting risks
TASK 5:
The consulting team will conduct onsite interviews, document reviews, examinations, and
discussions to evaluate identified hardware/software/systems/databases/components. The
onsite interviews will consist of the various technology and operational staff members from
Transfort. Key areas of review include:
a. Network architecture and management
b. Systems management and integration
c. Data quality and management processes
d. Staffing
e. Training
f. Technology management processes
g. Technology lifecycle processes
h. Technology decision making processes
i. Vendor management processes
j. Areas where solutions have been customized in-house or written in-house rather
than leveraging a feature of existing software or purchasing a commercial
product
TASK 6:
The consulting team will conduct interviews with key Transfort software application vendors to
gain an understanding of the available software features that could potentially provide benefits
to Transfort if implemented and those that are currently being leveraged by the City.
TASK 7:
The consulting team will create a written summary of the information gathered and preliminary
findings related to risks. Following review and discussion of this summary with key Transfort
project team members, risks will be identified and documented, including those risks that are
accepted by Transfort.
TASK 8:
Risks will be documented in a Risk Register created for Transfort that will be used as a living
document going forward to track and manage risk reduction processes. Each risk will include a
risk, severity rating, the impact or exposure, and suggestions for mitigation of unacceptable
risks that are identified.
TASK 9:
The consulting team will review the Draft Assessment Report and Risk Register with Transfort
and work with the project sponsors to create an Action Plan for Risk Remediation based on the
recommendations provided by the consulting team.
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Task 10:
A final Plan will be documented that includes the identified risks and prioritized remediation
actions showing the potential improvements to the Risk Register that will result from the
identified actions. In addition, a Remediation Roadmap will be provided as part of the final
deliverable.
Deliverables
1. Assessment Report
2. Risk Register
3. Recommendations and Action Plan
4. Remediations Roadmap
Timeline
Timelines for projects of this nature are dependent upon the availability of client resources and
the time frames within which the client can make decisions, review documents and provide
feedback, etc. Typically projects of this nature can be completed within 120 to 160 days
(4- 5 months). If Transfort decides to move forward by the first of January and Transfort
resources have availability, this project could be completed by the end of May.
Activity Target Time Frame
Project Kickoff January 14, 2019
Delivery of Work Plan February 4, 2019
Completion of onsite interviews March 7, 2019
Delivery of Draft Assessment Report and Risk Register April 1, 2019
Delivery of Recommendations and Action Plan April 29, 2019
Delivery of all Final Reports and documents May 21, 2019
Pricing
iiT estimates approximately 400 hours to complete this scope of work. Using a blended hourly
rate of $165/hour iiT is pleased to offer a fixed fee of $66,000 that includes all labor and travel
to complete this project. iiT estimates two onsite visits consisting of two consultants each for this
work.
iiT’s payment terms are Net30.
iiT suggests the following payment schedule:
Amount
10% Delivery of Work Plan $ 6,600
15% Completion of onsite interviews $ 9,900
20% Delivery of Draft Assessment Report and Risk Register $13,200
25% Delivery of Recommendations and Action Plan $16,500
30% Delivery of all Final Reports and documents $19,800
Total $66,000
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EXHIBIT B
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work
under this bid, the Service Provider shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement:
“The insurance evidenced by this Certificate will not reduce coverage or limits and
will not be cancelled, except after thirty (30) days written notice has been received
by the City of Fort Collins.”
In case of the breach of any provision of the Insurance Requirements, the City, at its
option, may take out and maintain, at the expense of the Service Provider, such
insurance as the City may deem proper and may deduct the cost of such insurance from
any monies which may be due or become due the Service Provider under this
Agreement. The City, its officers, agents and employees shall be named as additional
insureds on the Service Provider 's general liability and automobile liability insurance
policies for any claims arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's
employees engaged in work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and automobile
liability insurance as will provide coverage for damage claims of personal injury,
including accidental death, as well as for claims for property damage, which may
arise directly or indirectly from the performance of work under this Agreement.
Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less
than $1,000,000 combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work
performed under this Agreement by a subcontractor, which liability is not covered
by the subcontractor's insurance.
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EXHIBIT C
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or relate
to the City or its employees, customers or suppliers, which access is related to the performance
of services that the Service Provider has agreed to perform, the Service Provider hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Service Provider
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City, or that is used by the City in carrying on business, and (b) all information
that is proprietary to a third party (including but not limited to customers and suppliers of the City).
The Service Provider shall not disclose any such information to any person not having a legitimate
need-to-know for purposes authorized by the City. Further, the Service Provider shall not use
such information to obtain any economic or other benefit for itself, or any third party, except as
specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have
no obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Service Provider ceases to perform services for the City, or the City so
requests for any reason, the Service Provider shall promptly return to the City any and all
information described hereinabove, including all copies, notes and/or summaries (handwritten or
mechanically produced) thereof, in its possession or control or as to which it otherwise has
access.
The Service Provider understands and agrees that the City’s remedies at law for a breach of the
Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that
the City shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
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