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HomeMy WebLinkAbout584816 DIVERSE COMPUTING INC - CONTRACT - AGREEMENT MISC - DIVERSE COMPUTING INCPROFESSIONAL SERVICES AGREEMENT THIS 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 Diverse Computing, Inc., hereinafter referred to as the "Professional". 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 Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of ten (10) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence immediately upon execution of this Agreement, and shall continue in full force and effect until December 31, 2017, unless sooner terminated as herein provided. 3. Early Termination by City. 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 Professional. 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: Professional: City: Copy to: Diverse Computing, Inc. Attn: Bill Tatun 3717 Apalachee Parkway, Suite 102 Tallahassee, FL 32311 Wtatun@diversecomputing.com City of Fort Collins Attn: Mark Leinweber PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 1 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis in accordance with Exhibit “A”, consisting of ten (10) pages, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Thirteen Thousand Dollars ($13,000.00). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 2 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. Subcontractors. The Professional 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 Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 3 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 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. 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. 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. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional 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. The Professional 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. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 4 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 c. The Professional 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 the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional 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 the Professional 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. The Professional 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 the Professional 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, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. 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. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 5 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: Diverse Computing, Inc. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 6 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 William Tatun 7/25/2017 Chief Information Security Officer 7/25/2017 Exhibit A Scope of Services I. Scope of Services Fort Collins Police Services has a requirement for contractual consulting services for its services to ensure CJIS Security Policy compliance. Fort Collins Police Services understands the need to meet the requirements of various policies and directives from the CJIS Security Policy and the Colorado CSO. Fort Collins Police Services is undertaking a review of its operational, technological and security profiles as they relate to applicable and mandated requirements for their business systems and processes. The project requirements are for DCI’s CJIS ACE SME Services to review Fort Collins Police Services’ business, technology and security processes related to the criminal justice systems and services. Based on the review, the CJIS ACE SME will develop recommendations for potential revision and enhancement of services related to national and state CJIS security policies. The first phase of this project consists of a comprehensive review of Fort Collins Police Services’ criminal justice information systems, related technology infrastructure and system/data utilization by administrators and users. Information system components that have access to criminal justice information originating from the FBI CJIS Division and/or the Colorado Bureau of Investigation will be part of this review. An organization Compliance Profile will be established and presented as a deliverable in report format. The second phase of the project consists of working with appropriate Fort Collins Police Services staff to prioritize findings made in the Compliance Profile Report and develop a Mitigation Strategy and Plan for the organization with a focus toward achieving overall compliance and process improvement. Additionally, CJIS ACE performs an optional Post Mitigation Compliance Review to evaluate Fort Collins Police Services’ work implementing the prescribed mitigation strategies. This review would develop a “final” Compliance Profile. Finally, the CJIS ACE SME Block is another optional add-on services that consists of subject matter expert consulting time (off-site) to be used for additional reviews, interpretation clarifications and/or any other topic related to the CJIS Security Policy. These blocks of time shall be valid for one year, can be renewed, and can be purchased in additional quantities (blocks). Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 7 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 Below is a sample engagement overview to illustrate the chronology and “flow” of the process: Fort Collins Police Services Engagement Overview (sample) Phase 1: CJIS ACE Compliance Profile: 1. Schedule and Conduct Kick-off Call (after the SOW is signed) a. Attendees usually consists of IT and other management b. Introductions and identify areas of responsibility c. Discuss logistics, process and schedule on-site assessment day d. Answer any questions and/or address any issues e. Approximate time 20 - 30 minutes 2. Pre-On-Site Assessment Discovery Email a. CJIS ACE Background Information template i. Effort to get as much background information prior to the on-site assessment day Ii. Contains both technical, policy and administrative items b. Email follow up, as needed, during this process (usually minimal) c. CJIS ACE will also give Ted DeRosa (CBI - CSO) a call to update ourselves with any specific CO requirements he may have (the CJIS ACE team knows Ted very well) d. This is not usually an extensive time commitment, but an effort in gathering and providing artifacts such as organizational charts, network diagrams, existing policies, etc. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 8 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 3. On-Site Assessment Day a. CJIS ACE team member is on-site the entire day b. Often clients have management, technical and administrative personnel available at the start of the day for the "kick-off" c. Step through line-by-line each and every requirement of the CJIS Security Policy (we help prepare for everything) d. It usually works out best to have technical and policy-type personnel available the entire day, if possible (for knowledge transfer purposes - which is a BIG value add) e. If certain personnel can only be available certain times (e.g. The morning vs the afternoon) we can schedule accordingly f. The physical security assessment is done at this time also (need to visit where CJI is being processed, stored, and/or utilized) g. We spent the entire day on-site (we do not rush this - we spend as much time as needed on individual topics and will follow up with anything not Covered, as appropriate - see below) 4. Follow Up Email/Conference Calls (specific groups/personnel) a. Depending on prior progress, follow up activities are conducted (emails) or scheduled (conference calls) as appropriate and as needed b. When conference calls are scheduled, they are done so at the availability of Fort Collins personnel c. Time commitment on these activities varies, but we ensure we are complete while also being flexible to fit local schedules 5. From the above activities, as inputs, and CJIS ACE analysis, the DRAFT CJIS ACE Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 9 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 Compliance Profile is produced and presented to management for review. 6. Management input is integrated and the FINAL Compliance Profile is produced and delivered. Phase 2: CJIS ACE Mitigation Strategy and Recommendations: 1. Conference Call with Management (and others management invite) a. Discuss any input management may have into mitigation process b. CJIS ACE will describe next steps and talk about estimation of effort/cost levels c. Approximate time 30 minutes 2. CJIS ACE team compiles mitigation strategies and recommendations in a DRAFT document and presents to management. 3. Management input is integrated into the document and a FINAL Mitigation Strategy and Recommendations is produced and delivered. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 10 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 II. Period of Performance The period of performance for CJIS ACE Services shall commence on or about August 1, 2017 and follow an agreed upon schedule thereafter using the general time frames set forth in Section V. III. Location of Performance Services and tasks associated with this engagement will be performed at DCI’s work locations in Florida, New York, Texas and/or Virginia and on site at Fort Collins Police Services’ work location. IV. DCI CJIS ACE Project Staff The CJIS ACE team has extensive experience with CJIS policies and will have access to DCI business analysts and technical experts during this engagement, as needed. In addition, the team has extensive experience with the business processes of information technology services, criminal justice, and law enforcement. Most importantly, they know how these disciplines need to interact to be effective and efficient with one another. The assigned CJIS ACE team and a brief list of past experiences establishing them as nationally recognized subject matter experts are: William “Bill” Tatun, Director - CJIS ACE Division ● New York State Trooper (> 24 years) last rank: Staff Inspector (executive-level) ● FBI CJIS Advisory Policy Board (APB) Member Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 11 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 ● APB CJIS Security and Access Subcommittee Chairman ● NY State CJIS Systems Officer (CSO) and CJIS Information Security Officer (ISO) ● NY State NLETS Representative & Board Member for NLETS Board of Directors ● NLETS Technical Operations Committee Member ● NYS Director of Information Security and Sharing – Public Safety ● NY State Police Director of Information Services ● NY State Police Information Security Officer ● NY State Division of Criminal Justice Services Information Security Officer ● B.S. Degree - Information Technology Security ● Certified Information Systems Security Professional (CISSP) ● Certified Information Security Manager (CISM) Larry Coffee, Senior ACE and Security Analyst 22 years of experience with the Florida Department of Law Enforcement (FDLE) ● FDLE CJIS Information Security Officer ● FDLE Tallahassee and Pensacola Regions Information Manager ● FDLE NCIC/FCIC auditor ● FBI-CJIS Advisory Policy Board (APB) experience o Security and Access Subcommittee member o Security Policy Rewrite Task Force (v5.0) member o Chairman of the Mobile Security Task Force o NCIC Warrants Task Force Member. Douglas Hopkins, CJIS Security Analyst and CJIS Subject Matter Expert ● Experienced information technology as developer, supervisor and manager (>36 years) ● Responsibility related to the New York Statewide Police Information Network (NYSPIN) (>30 years) ● 30 years experience in project management methodologies ● 30 years experience in business process analysis and improvement ● 15 years as the NYS lead in implementing NLETS services within NYSPIN ● Member of cross-agency team charged with developing a roadmap for migration of NYSPIN to open systems technology ● Managed team of 20+ developers and analysts in converting mainframe state message switch (NYSPIN) to open systems technology (NYS eJusticeNY – Integrated Justice Portal) ● NYS NLETS Representative ● Member of the NLETS Technical Operations Committee Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 12 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 ● Experience with CJIS audits for policy and procedure compliance (>12 years) ● NYS audit coordinator for NCIC and IT Security compliance (6 years) ● Team Member - NYS IT transformation for Criminal Justice agencies, developing a roadmap for consolidation of state agency IT staff into a single NYS IT organization Alan Ferretti, CJIS Security Analyst and CJIS Subject Matter Expert ● 12 Years of Service with the Texas Department of Public Safety ● CJIS Information Security Officer for the State of Texas ● APB Security and Access Subcommittee Chairman and Member ● Specialized in: o Advanced Authentication o Virtualization o Encryption o Smart phones and tablet compliance o Mobile Device Management (MDM) o Compliant Cloud computing ● Established the CJIS Compliance Program for the State of Texas ● Hired and Trained a staff of 12 CJIS Auditors ● Supported Criminal Justice and Noncriminal Justice Users ● Worked with the Cloud Vendor Community on CJIS Compliance ● Programming Manager for the Texas conversion to NCIC 2000 Patrick “Pete” Fagan, CJIS Security Analyst and CJIS Subject Matter Expert ● Virginia State Police (26 years) Last Rank: Assistant Division Commander - CJIS Division ● Assistant CJIS Systems Officer (CSO) (6 years) ● Virginia NLETS Representative ● Virginia 24/7 Operations Duty Officer for all FBI CJIS Systems (NCIC, III, IAFIS, N-Dex) ● Virginia Program Manager - Operations and CJA/NCJA Audits (NCIC, III, NIBRS, ISO, NICS, IAFISS) - 400+ agencies/27,000+ users ● Administrative Project Lead: Advanced Authentication and Encryption Implementation ● Implementation of Virginia CJIS Security Awareness Training Program ● Virginia State Police CJIS Division - Continuity of Operations Officer ● Virginia State Police Administrative Headquarters Physical Security Control Officer ● FBI CJIS Advisory Board: Uniform Crime Reporting Subcommittee Member ● Virginia AMBER/Senior Alert Program Manager Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 13 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 ● IACP CJIS Committee Member ● National Institute of Justice - Intelligence Sharing Advisory Group Member ● N-Dex Operations Task Force Member ● Virginia State Police - Bureau of Criminal Investigations (14 years) - Illicit Drug Investigations, Technical Surveillance Operations V. Schedule Below is a proposed draft schedule showing approximate timeframes. An actual start date and schedule will be established upon statement of work execution, P.O. receipt by DCI and availability of appropriate Department and DCI personnel. Phase 1: Establish Compliance Profile Conduct Preliminary Compliance Review Conference (kick-off) 8/1 Data Gathering (outreach as needed to appropriate personnel) & Compliance Review Meeting(s), as needed (in lieu of on-site) 8/1-30 Present Draft Compliance Profile Report (w/10-day review/comments) 9/6 Deliver Final Compliance Profile Report 9/16 Phase 2: Establish the Mitigation Strategy and Plan Prioritize Compliance Profile Recommendations (Conference Calls) 9/19 Develop Mitigation Strategy and Plan (Conference Calls as needed) 9/20-31 Present Draft Mitigation Strategy and Plan (w/10-day review/comments) 10/6 Deliver Final Mitigation Strategy and Plan 10/16 (Note- Depending on the process and findings of the Compliance Profile, the Mitigation Strategy and Plan timeline could be greatly accelerated to produce a combined final document for both Phases.) CJIS ACE Services (Optional Add-ons) Post Mitigation Review (off-site) Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 14 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 - Follow-up review after implementation of mitigation strategies. LASO Boot-Camp (on-site) - Intensive one-day on-site training: What a LASO Needs to Know. CJIS ACE Services - Consulting Time Block [10 hours] (off-site) - General consulting time to be used for subject matter expert review, input, etc. VI. Fees and Costs DCI’s efforts will be billed according to the table below at a fixed price of $5,900.00 + optional Post Mitigation Review and CJIS ACE SME Time, if desired. Subsequent CJIS ACE SME Time will be billed at a fixed price of $2,900.00 per block. Additionally, a Follow-up Compliance Review (on-site) is billed at a fixed rate of $3,500. Payments will be made to DCI upon completion and acceptance of all identified tasks in Phases 1 and 2 and prior to the utilization of subject matter expert time. Description Phase 1: Establish Compliance Profile (includes one day, on-site review) $3,500.00 Phase 2: Establish Mitigation Strategy and Plan $2,400.00 Total: $5,900.00 Optional Add-ons Post Mitigation Review (off-site) $3,000.00 LASO Boot Camp (on-site) $2,395.97 CJIS ACE SME Time (Quantity 1 = 10 hours) (off-site) $1,650.00 Payment terms are Net 30. A single invoice will be prepared. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 15 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 Payment will be made out to Diverse Computing Inc., and sent to 3717 Apalachee Parkway, STE 102, Tallahassee, FL 32311. Primary Contact: Craig Gibbens, Account Manager 3717 Apalachee Parkway, STE 102, Tallahassee, FL 32311 850.656.3333 ext. 254 cgibbens@diversecomputing.com Accounting Contact: Dan Percy 3717 Apalachee Parkway, STE 102, Tallahassee, FL 32311 850.656.3333 ext. 252 dpercy@diversecomputing.com Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 16 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 EXHIBIT B INSURANCE REQUIREMENTS 1. The Professional 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 Professional 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 Professional, 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 Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional '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 Professional shall maintain during the life of this Agreement for all of the Professional'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 Professional 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 Professional 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. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 17 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 New insurance EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional 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 Professional has agreed to perform, the Professional 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 Professional 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 Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional 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 Professional 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 Professional 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 Professional ceases to perform services for the City, or the City so requests for any reason, the Professional 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 Professional understands and agrees that the City’s remedies at law for a breach of the Professional’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. Professional Services Agreement SS 2017 - Diverse Computing, Inc. Page 18 of 18 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 7/24/2017 Douglas M. Croley Inc. 2814 Remington Green Circle P O Box 13619 Tallahassee FL 32317 Daniela Suarez (850)386-1922 (850)385-1685 danielasuarez@dougcroleyins.com Diverse Computing, Inc. 3717 Apalachee Parkway Suite 102 Tallahassee FL 32311 The Travelers Property Casualty 25674 Travelers Group Travelers Property Casualty 36161 The Phoenix Insurance Company 25623 CL1761405437 A X X X X ZLP-41M52620-17-I5 3/6/2017 3/6/2018 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 B X X BA-8G323950-17-TEC 3/6/2017 3/6/2018 1,000,000 Medical payments 5,000 C X ZUP-71M52730-17-I5 3/6/2017 3/6/2018 5,000,000 5,000,000 D UB-0D395257 3/25/2017 3/25/2018 1,000,000 1,000,000 1,000,000 A Errors and Omissions ZPL-15N44955-16-15 3/6/2017 3/6/2017 Per Claim $5,000,000 Aggregate $5,000,000 Certificate Holder is additional insured with respect to General Liability and automobile coverages. M Katharine Lawler/SU City of Collins PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699 PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 7/24/2017 Douglas M. Croley Inc. 2814 Remington Green Circle P O Box 13619 Tallahassee FL 32317 Daniela Suarez (850)386-1922 (850)385-1685 danielasuarez@dougcroleyins.com Diverse Computing, Inc. 3717 Apalachee Parkway Suite 102 Tallahassee FL 32311 The Travelers Property Casualty 25674 Travelers Group Travelers Property Casualty 36161 The Phoenix Insurance Company 25623 CL1761405437 A X X X ZLP-41M52620-17-I5 3/6/2017 3/6/2018 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 B X BA-8G323950-17-TEC 3/6/2017 3/6/2018 1,000,000 Medical payments 5,000 C X ZUP-71M52730-17-I5 3/6/2017 3/6/2018 5,000,000 5,000,000 D UB-0D395257 3/25/2017 3/25/2018 1,000,000 1,000,000 1,000,000 A Errors and Omissions ZPL-15N44955-16-15 3/6/2017 3/6/2017 Per Claim $5,000,000 Aggregate $5,000,000 M Katharine Lawler/SU City of Collins PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: ECFDC446-7150-43D0-A195-5D6280B28699