HomeMy WebLinkAboutR-2004-081 Interlocking Software Corporation Agreement7.
RESOLUTION NO. R-2004-81
A RESOLUTION authorizing and directing the City Manager of the City of
Yakima to execute a services agreement and all other necessary
documents with Interlocking Software Corporation to develop a
Strategic Information Technology Plan for the City's Business and
Operating Systems.
WHEREAS, the City Finance Department requires an analysis of the City's
business and operating systems and a Strategic Information Technology Plan to
replace and/or integrate these systems; and
WHEREAS, Interlocking software has the experience and expertise necessary to
analyze the City's business and operating systems and develop an Information
Technology Plan; and
WHEREAS, the City council deems it to be in the best interest of the City of
Yakima to authorize execution of the attached agreement with Interlocking Software
Corporation, now, therefore;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to
execute the attached and incorporated service agreement and all other necessary
documents with the Interlocking Software Corporation for analysis of the City's
business and operating systems and the development of a Strategic Information
Technology Plan.
ADOPTED BY THE CITY COUNCIL this 1st day of June, 2004.
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City Clerk
Macintosh HD:Desktop Folder:Interlocking 2 Resolution
Mayor
•
Interlocking
STATEMENT OF WORK Date: 4/30/2004
Interlocking Software Corporation (ILSC)
19472 Powder Hill Place NE Suite #100
Poulsbo, WA 98370-8720
Tel: 360-394-5900 1-800-532-8448
FAX: 360-779-2600
10802
To:
City of Yakima
129 North Second St
Yakima, WA 98901
Contact: Rick Pettyjohn
Telephone:
FAX:
Estimated by:
Required Date:
(509) 575-6098
Steve Johnson.
Work to Be Performed
Perform Strategic IT Planning
'Description
Hours Rate
Price
Strategic IT Planning
10% discount on Interlocking list rates
Travel
Thank you
Total cost:
200
$150
200 $15
$30,000.00
($3,000.00)
$1,500.00
$28,500.00
This SOW represents an estimate of the work to be performed - Actual time and materials will be billed
This SOW is valid for 30 calendar days from the issue date.
This SOW is 'not to exceed without written approvalfrom the City Of Yakima"
See Accompanying Professional Services Agreement
Billing occurs bi-weekly. Terms are Net 30. Amounts past due greater than 60 days are subject to a 1.5% finance charge
City of Yakima, WA •
Authorized
Richard A. Zais Jr.
Sig ature
terlocking S �� e Corporation
Au i orized Signature
, City Manager Robert Joh on, Chief Operating Officer
Print Name
and Title
.2, aooet
Date
--rte
CITY CONTRACT NO:
RESOLUTION NO:
Attest
t t)C'(\ .
Date I
aapv-21
InterLocking Software Corporation Professional Services Agreement
Associated to InterLocking Statement of Work #10802
1. Services
Interlocking Software Corporation (Interlocking or ILSC) will provide to the City of Yakima (Client) the
Services specified on the attached ILSC Statement of Work (SOW) or applicable Client work order, under
the terms of this Agreement. Each SOW or work order shall specify the Services and applicable fees, and
will be governed by the terms of this Agreement. To the extent that the terms and conditions of any ILSC
SOW, Work Order, Proposal (or any customer purchase order) entered into between the parties conflict
with or are inconsistent with the terms and conditions of the Agreement, the terms and conditions of this
Agreement shall control.
2. Fees for Services and Termination
Unless otherwise specified in the attached SOW or work order, services shall be provided to Client on a
time and materials basis (T&M). Rates are as specified on the SOW or work order. If a dollar limit is
specified in the SOW the limit shall be deemed an estimate for Client's budgeting and ILSC's resource
scheduling purposes. The estimated dollar amount of the SOW will not be exceeded without written
approval from the City of Yakima. Unless otherwise stated in the SOW any T&M work may be terminated
by providing to ILSC three days written notice of such termination.
3. Travel Expenses
Unless otherwise stated in the SOW or Work Order, Client shall reimburse ILSC for reasonable travel
expenses incurred in conjunction with the services. The estimated dollar amount of travel expenses on the
SOW will not be exceeded without written approval from the City of Yakima.
4. Invoicing and Payment
ILSC shall invoice Client bi-weekly, unless otherwise expressly specified in a Work Order or Purchase
Order. Charges shall be payable within 30 days of invoice date and shall be deemed overdue if they remain
unpaid thereafter. All invoices overdue by greater than 60 days are subject to an interest charge of 1.5%
per month. ILSC has a right to stop services and/or withhold work product if Client fails to pay invoices
within 60 days of City's receipt of such invoices.
5. Taxes
The charges do not include taxes. Any taxes resulting from this Agreement or activities resulting from this
Agreement, including but not limited to sales and/or use tax, and exclusive of business and occupations
taxes and taxes based upon net income, will be the responsibility of the Customer.
6. Term
This agreement shall commence on its Effective Date, which is the date on the Statement of Work
accompanying this Agreement. Client may terminate this Agreement at any time, with or without cause, by
providing ILSC with three days written notice. Client will have an obligation to pay ILSC for any portion
of the work completed prior to termination of the contract.
7. Warranty and Indemnification
ILSC warrants that the Services will be performed consistent with generally accepted industry standards.
8. Limitations on Warranty
CLIENT MUST REPORT ANY DEFICIENCIES IN THE SERVICES TO ILSC IN WRITING WITHIN
SIXTY (60) DAYS OF COMPLETION OF THE SERVICES IN ORDER TO RECEIVE WARRANTY
REMEDIES LISTED IN 9 BELOW. THE WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF
ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS SET
FORTH IN PARAGRAPH 9 OF THIS AGREEMENT.
9. Exclusive Remedy
For any breach of the above warranty, Client's exclusive remedy, and ILSC's entire liability, shall be the
reperformance of the Services. If ILSC is unable to reperform the Services as warranted, Client shall be
entitled to recover the fees paid to ILSC for the deficient services.
10. Relationship between the Parties
ILSC is an independent contractor; nothing in this Agreement shall be construed to create a partnership,
joint venture, or agency relationship between the parties. Each party will be solely responsible for payment
of all compensations owed to its employees, as well as employment related taxes. Each party will maintain
appropriate worker's compensation for its employees, as well as employment related taxes.
11. Authority to Enter Into Agreement
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Client
InterLocking Software Corporation Professional Services Agreement
Each party to this Agreement has the authority to enter into and form this Agreement. The individuals
signing the Agreement have the authority to act as agents of their respective organizations. Each party
acknowledges that they have read this Agreement and will abide by it.
12. Force Majeure
Neither party will be considered to be in default of this Agreement as a result of events beyond their
reasonable control. For purposes of this Agreement, such acts shall include, but are not limited to, acts of
God, catastrophe, or other "force majeure" events beyond the parties' reasonable control.
13. Assignment of Contract
The Client may not assign the Agreement or its responsibility for payments to any organization, without
written approval by ILSC. ILSC may not assign its responsibilities for performance under the Agreement
to any organization without written approval of the client.
14. Hold Harmless Indemnity
If applicable, Client asserts it possesses all the rights and interests in the data and/or licensed software
necessary to enter into this agreement, and shall indemnify and hold ILSC, its agents and employees
harmless from any loss, damage or liability for infringement of any United States patent right or copyright
with respect to the use of the licensed software; provided that Client is notified in writing within ten
calendar days of suit or claim against ILSC, ILSC permits Client to defend, compromise or settle said claim
of infringement and give Client all available information, assistance and authority to enable Client to do so,
provided ILSC fully observes all the terms and conditions of this Agreement. Further, ILSC asserts it
possesses all the rights and interests in the data and/or licensed software necessary to enter into this
agreement, and shall indemnify and hold Client, its agents and employees harmless from any loss, damage
or liability for infringement of any United States patent right or copyright with respect to the use of the
licensed software; provided that ILSC is notified in writing within ten calendar days of suit or claim against
Client. Client permits ILSC to defend, compromise or settle said claim of infringement and give ILSC all
available information, assistance and authority to enable ILSC to do so, provided Client fully observes all
the terms and conditions of this Agreement.
15. Confidentiality and Non -Disclosure
Except as legally required, the parties agree that neither party shall directly or indirectly disclose or use any
Confidential Information without prior written permission from the other party. "Confidential Information"
means any type of confidential or proprietary information or material disclosed to or known by the
Recipient of such information ("Recipient") as a consequence of or through its relationship with the party
disclosing such information, and consisting of information conceived, originated, discovered, or developed
in whole or in part by Recipient, which is not part of the public domain or otherwise generally available to
the Recipient form independent sources, including but not limited to information which relates to research,
development, trade secrets, know-how, inventions, technical data, hardware, software, source codes, object
codes, manufacture, purchasing, accounting, engineering, marketing, merchandising and selling, business
labs or strategies, and information entrusted by third parties to the party disclosing such information.
16. Nonsolicitation of Employees
During the period that this Agreement is in effect and for a period of six (6) months after termination or
expiration thereof, each party agrees not to solicit for employment any technical or professional employees
of the other party assigned to work on the Project without the prior written approval of the other party.
17. Insurance
a. Commercial Liability Insurance - On or before the date this Agreement is fully executed by the
parties, the Consultant shall provide the City with a certificate of insurance as proof of commercial liability
insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit
bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of
coverage, the policy number, and when the policy and provisions provided are in effect. Said policy shall
be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers,
agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or
change the insurance without first giving the City thirty (30) calendar days prior written notice The
insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and
admitted in the State of Washington.
b. Commercial Automobile Liability Insurance. - On or before the date this Agreement is fully
executed by the parties, the Consultant shall provide the City with a certificate of insurance as proof of
commercial automobile liability insurance with a minimum liability limit of One Million Dollars
($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state
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Client
InterLocking Software Corporation Professional Services Agreement
who the provider is, the amount of coverage, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration on this Agreement. The policy shall
name the City, its elected officials, officers, agents, and employees as additional insureds, and shall contain
a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30)
calendar days prior written notice. The insurance shall be with an insurance company or companies rated
A -VII or higher in Bests Guide and admitted in the State of Washington.
18. Survival of Rights
The rights and responsibilities of sections 14, 15, and 16 shall survive the termination of this Agreement.
19. Severability
All provisions of the Agreement are severable and no provision hereof shall be affected by the invalidity of
any other such provision.
20. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the state of
Washington. Venue shall be in Yakima County, Washington.
21.Compliance With Law.
ILSC agrees to perform those services under and pursuant to this Agreement in full compliance with any
and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or
regulatory body, whether federal, state, local or otherwise.
22. Notices
Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the
parties to their addresses as follows:
TO CITY
TO ILSC
Richard A. Zais
City Manager
City Hall
129 North 2nd Street
Yakima, Washington 98901
James Page
Chief Financial Officer
19472 Powder Hill PI NE
Poulsbo, WA 98370
Or to such other addresses as the parties may hereafter designate in writing. Notices and/or other demands
shall be sent by registered mail, postage prepaid of hand delivered. Such notices shall be deemed effective
when mailed or hand delivered at the addresses specified above.
23. Entire Agreement
This agreement constitutes the complete agreement between the parties and supersedes all previous and
contemporaneous agreements, proposals, or representations, written or oral concerning the subject matter of
this Agreement. Neither this Agreement nor a Work Order or Purchase Order may be modified or amended
except in writing signed by a duly authorized representative of each party: no other act, document, usage,
or custom shall be deemed to amend or modify this Agreement, a Work Order, or Purchase Order. It is
expressly agreed that any terms and conditions of Client's purchase order shall be superseded by the terms
and conditions of this Agreement and the applicable Work Order.
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Client
IlltFeriL9c1SirElg
Appendix A
SOW 10802
City of Yakima
Strategic Information Technology Plan
Appendix A Scope of Services
Scope of Services
The objective of this engagement is to provide the City of Yakima with a Strategic
Information Technology Plan for its business systems, and to generate a more
detailed roadmap for the centralization and integration of a selected set of business
applications. The high level strategic plan will define a framework for the effective
implementation and management of the city's future business systems. The plan will
provide a foundation for a city-wide approach to information technology management
by establishing a consolidated vision and strategy across departmental boundaries.
As detailed below, the focus of this engagement will be on selected business
systems which share common processes and data. The Strategic Plan will define an
environment where systems can communicate, interoperate, and share data while
reducing costs through the implementation of enterprise -wide standards for
information technology. In meeting this objective, Interlocking Software will perform
an analysis of existing infrastructure and systems, define system and process
interdependencies, and identify candidate systems for integration/centralization.
This will result in a tactical plan for the integration/centralization of business systems
effort. This plan, more detailed than the overall Strategic Plan, will propose an
environment, timeline and cost estimates for the centralization and integration of
chosen city business applications.
More specifically, Interlocking Software will deliver a clear text Strategic Business
Systems Information Technology Plan which will:
A. At a high level, define a city-wide strategic framework aligning Information
Technology objectives with the City of Yakima's core business objectives.
1. Identify core business objectives.
2. Establish guiding principles.
3. Define objectives and strategies.
B. At a detailed level, define a logical integration/centralization plan for selected
systems which share common processes and data.
1. Identify integration/centralization candidate systems.
2. Define a platform/environment for integration/centralization effort.
3. Establish an order of priority for system integration/centralization.
4. Define the required interim interfaces.
5. Establish a timeline for the integration/centralization process.
6. Estimate the cost of the integration/centralization effort.
C. Provide a risk analysis associated with the existing as well as the planned
Information System infrastructure and Business Systems.
Interlocking Software's approach to meeting these objectives is:
A. Leverage existing knowledge gained from the Utility Billing Analysis.
B. Conduct On -Site system reviews.
C. Conduct On -Site inter -departmental interviews.
D. Adhere to established industry wide best practices for systems analysis and
solutions definition.
11. Assumptions
Appendix A Scope of Services
As a condition of our involvement on this engagement, Interlocking Software
assumes that the City of Yakima will provide the following:
A. Open access to existing documentation.
B. Open access to management and staff.
C. Dedicated consultant workspace with Internet access.
D. Timely scheduling of on-site information gathering meetings.
E. Timely response to information gathering requests.
III. Project Management, Documentation and Modeling Tools
Interlocking Software utilizes a standard set of project management, documentation
and diagramming tools comprised of the following:
A. Microsoft Project
1. Used for general project management.
B. Microsoft Office
1. Used for clear text documentation.
C. Microsoft Visio
1. Used for diagramming
D. Adobe Acrobat
1. Used for portable document creation and delivery.
IV. Schedule
This engagement is scheduled to begin on June 7th, 2004. The estimated length of
this engagement is six (6) weeks. The anticipated level of effort for this engagement
is 200 hours.
V. Staffing
This project is expected to be staffed by the following Paladin Data Systems
personnel:
A. Steve Johnson — Vice President, Operations
B. Dawn Johnson — Project Manager and Senior Analyst
VI. Reporting
Throughout the engagement, Interlocking will submit weekly status reports listing
accomplishments to date, upcoming tasks, out of scope items, risk factors, and
current service fee / expense accruals.
VII. Deliverables
The deliverables associated with this engagement are as follows:
A. Weekly status reports.
B. Strategic Information Technology Plan (MSVisio, MSProject, MSWord)
1. Bound hard copy
2. Electronic copy in PDF format.
Appendix A Scope of Services
ID
I Cost I Task Name Duration Start Finish
L
Jun 6, '04 I Jun 13, '04 Jun 20 j, '04 I Jun 27, '04 I Jul 4, '04 Jul
SIMITIWITIFISISIMITINIVITIFIS SIMITIWITIFISISIMITIWITIFISISIMITIWIT(FIS SIMITIVVITIFISISIMIT
11 '04 I Jul 18, '04
WITIF
1$27,000.00
City of Yakima Strategic IT Plan 30 days Mon 6/7/04 Fri 7/16/04
j $3,240.00 Review Utility Billing Analysis Worknotes 3 days Mon 6/7/04 Wed 6/9/04
$18,360.00 Exploratory Interviews (On-Site) 22 days Thu 6/10/04 Fri 7/9/04
$2,160.00 Interviews With Information Systems Application Specialists 2 days Thu 6/10/04 Fri 6/11/04
$3,240.00 Business Division Interviews 3 days Mon 6/14/04 Wed 6/16/04
$1,080.00 Interviews With Information Systems Application Specialists 1 day Thu 6/17/04 Thu 6/17/04
$1,080.00 Propose Integrated System Group 1 day Fri 6/18/04 Fri 6/18/04
$2,160.00 Identify Project Risk Factors 2 days Mon 6/21/04 Tue 6/22/04
$3,240.00 Estimate Project Cost 3 days Wed 6/23/04 Fri 6/25/04
$5,400.00 Perform analysis and prepare draft document 10 days Mon 6/28/04 Fri 7/9/04
$5,400.00 On-Site Review of Strategic Plan 5 days Mon 7/12/04 Fri 7/16/04
$2,160.00 Business Division Meetings 2 days Mon 7/12/04 Tue 7/13/04
$2,160.00 On-site Fianlization of Strategic Plan 2 days Wed 7/14/04 Thu 7/15/04
$1,080.00 Presentation of Strategic Plan 1 day Fri 7/16/04 Fri 7/16/04
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14
Project: Yakima Strategic Plan
Date: Fri 5/21/04
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Page 1
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT "
Item No.
For Meeting Of 62-1—°
ITEM TITLE: Consulting Agreement for Business Systems Strategic Plan
SUBMITTED BY: Rita Anson, Finance Director
CONTACT PERSON/TELEPHONE: Rick Pettyjohn, Information Systems Mgr - 575-6098
SUMMARY EXPLANATION: Interlocking Software Corporation is currently in the
final stages of an analysis and conceptual design of a Customer Service System to replace the
City's Utility Billing System. As a result of this analysis and of on-going meetings of all the
divisions involved in the Customer Service processes at the City, we have realized that a
thorough analysis of these process must be expanded beyond the utility functions and include
other customer related systems such as Planning, Engineering, Code Administration, and
Work Order systems. Because Interlocking is already familiar with the City's systems and
processes, and because the City staff involved with the analysis process have been very
favorably impressed with Interlocking, we are recommending that we engage Interlocking to
expand their analysis to result in a City Business/Operating Systems Strategic Plan.
Accordingly, Interlocking has submitted to the City the attached Contract/Statement of
Work to develop a Strategic Information Technology Plan for the City's business systems to
include: A. A City-wide strategic framework aligning Information Technology objectives with
the City's core business objectives; B. A detailed, logical integration/centralization plan for the
selected systems which share common processes and data; and C. A risk analysis associated
with the existing as well as the planned Information Systems infrastructure and business
systems. All members of the Customer Services Systems Committee reviewed this contract
and recommend acceptance.
The attached agreement identifies the services Interlocking will perform and the
deliverable products in more detail. Funding for this project was appropriated in the 2003
budget and has been encumbered into the 2004 budget. The total contract amount is $28,500
including travel and incidental expenses. Because Interlocking is already working with the
City, they will begin this project upon contract approval. The entire process is estimated at 200
hours over a six-week period.
Resolution XX Ordinance Other (Specify)
Contract XX Mail to (name and address): Robert Johnston, COO, Interlocking
Software, 19472 Powder Hill P1 NE Suite 100, Paulsbo, WA 98370 Phone: (360) 779-2600
Funding Source General Fund
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Approve Resolution
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolut ion adopted . RESOLUTION R-2004-81