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HomeMy WebLinkAboutR-2010-069 Information Systems Assessment Agreement with TROI ITRESOLUTION NO. R-2010-69 A RESOLUTION directing the City Manager or the Finance Director to execute an agreement with TROI, LLC, doing business as TROI IT Solutions, to assess the present infrastructure and organization of the City's Information Systems and to provide recommendations. WHEREAS, the position of Manager in the Information Systems Division is presently vacant; and WHEREAS, the vacancy creates opportunity for restructure to leverage staffing efficiencies, to assess technology, structure and organization, and to adopt industry best practices as appropriate; and WHEREAS, such a review and assessment has not been conducted for a number of years; and WHEREAS, TROI IT Solutions has the professional experience and expertise to provide the desired evaluation and assessment for the City, and TROI IT has indicated its willingness to do so; and WHEREAS, the City Council believes that it is advantageous and appropriate for the City to consult with industry experts in the analysis, design and development of contemporary Information Systems structure; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and/or the Finance Director are hereby authorized and directed to execute an agreement with TROI, LLC (dba TROI IT Solutions) to review the City's current Information Systems Division technology, structure and practices and provide relevant recommendations based upon its analysis and findings. ADOPTED BY THE CITY COUNCIL this 15th day of June, 2010. ATTEST: JCI-AGtk City C er Micah Cawley, Mayor -2010-G9 TROI IT SOLUTIONS MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is entered into between City of Yakima ("Client") and IROI, LLC (doing business as 1 ROI IT Solutions and referred to herein as ""IROI"). 1ROI provides managed and related services with respect to electronic information systems. Client desires the services of TROI as provided directly by TROI and by 1ROI's business associates. Therefore, Client by this Agreement engages TROI to for the provision of services as described in the Statement of Work and amendments to the Statement of Work, if any, all of which are attached to and made a part of this Agreement (the Statement of Work together with amendments thereto are referred to collectively as the "Statement of Work"). IROI accepts such engagement, pursuant to the provisions set forth herein. 1. Term of Agreement. The initial term of this Agreement is as set forth in the Statement of Work and is measured from the Commencement of Service Date (indicated below Client's signature to this Agreement), subject to renewal and termination provisions set forth herein and in the Statement of Work. Services shall commence on the Commencement of Service Date, but all other provisions of this Agreement shall be effective as of the Effective Date set forth at the conclusion of this Agreement. For example, TROI's obligations to keep information confidential under Section 5 will commence on the Effective Date of this Agreement, but TROI will not provide the services in the Statement of Wok until the Commencement of Service Date. 2 Statement of Work. Attached to this Agreement, and by this reference made a part hereof, is the Statement of Work. The Statement of Work more particularly sets forth and describes the services to be provided by TROI to Client, including the responsibilities hereunder, deliverables, and the professional fees to be charged in consideration of such services. • 3. Payment of Fees. The fees set forth in the Statement of Work shall be paid within thirty (30) days of the invoice date. Undisputed amounts that are not paid by the due date will be assessed an additional finance charge of 1.5% interest per month (18% per annum). Amounts in dispute will be resolved or paid pursuant to the dispute resolution provisions in Section 8, below. 3.1 Reimbursement for Expenses. Expenses incurred by TROI, for service -related travel and, as specified in the Statement of Work; for taxes and connection fees paid to third parties, will be included in amounts payable in regular invoices. Mileage reimbursement will be calculated at the IRS -approved standard per mile rate. 3.2 Taxes. All applicable federal, state, and local government taxes will be included in the invoice when such taxes are assessed. 4. Client Content. Client is solely and exclusively responsible for any actions by Client that result in copyright infringement or violation, violation of any laws, misappropriation of intellectual property right, or any other violation of rights or laws arising out of Client Content. Client agrees to indemnify and save harmless TROI from and against all losses, damages, actions or cause of action, suits, claims, demands, penalties, interest and other costs arising in connection with or out of Client's negligent actions pertaining to Client Content. IROI shall be solely and exclusively responsible for any actions it may take during execution of this Agreement that result in copyright infringement or violation, violation of any laws, misappropriation of intellectual property right, or any other violation of rights or laws arising out of Client Content. TROT agrees to indemnify and save harmless Client from and against all losses, damages, actions or cause of action, Page 1/8 1 K:\T\TR01024702\00002\AGIVIT\MASTER SERVICE AGREEMENT\TROI-MASTER SERVICE AGT (VO4)-050806-JTW-JTW.DOC 6/11/10 suits, claims, demands, penalties, interest and other costs arising in connection with or out of TROI's negligent actions pertaining to Client Content. 4.1 Compliance with Law. Client agrees to,use all of 1ROI's services for legal purposes only. 1ROI agrees to comply with all applicable laws, procedures and practices required for the execution of this Agreement. 5. Confidentiality and Intellectual Property. TROI shall not disclose to any third party or use, except as provided herein, any confidential information related to Client's website or server plans, specifications of the Client's website and future development, trade secrets of the Client, or information related to use of the Client's website, such as identities, contact information and credit card information of users and the number or identity of users: (collectively referred to as "Confidential Information"). The provisions of this Section 5 shall survive termination of this Agreement. 5.1 Use of Confidential Information. To the extent necessary to fully execute the terms of this Agreement 1ROI may use Confidential Information in connection with the performance of this Agreement and the Statement of Work. 1ROl may disclose Confidential Information to comply with laws, regulations, or orders of courts, tribunals, or other legally - enforceable orders. If any disclosures of said Confidential Information shall be deemed necessary by IROI, IROI shall first advise Client of said disclosure and identify specifically what Confidential Information is to be disclosed so as to provide Client with a reasonable opportunity to comment on such disclosure prior to any disclosure occurring. 5.2. Intellectual Property Rights. This Agreement shall not affect 1ROI's ownership of intellectual and proprietary rights related to services provided by TROI. Similarly, this Agreement shall not affect Client's ownership of intellectual and proprietary rights in Client Content. 6. Disclaimer. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY AND SPECIFIC4 LI Y STATED IN THIS AGREEMENT, TROI MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND THE STA LENIENT OF WORK OR ANY PORTION THEREOF, INCLUDING BUT IN NO WAY LIMITED TO ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR USE. 1 ROI SPECIFICALLY DISCLAIMS AND CLIENT ACCEPTS SUCH DISCLAIMER OF ANY WARRANTY, GUARANTEE OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, BY TROI OR ANYONE PURPORTING TO ACT ON BEHALF OF IROI. 7. Termination. This Agreement and the services to be rendered hereunder when under a term or when assigned a flat fee and referenced so in the Statement of Work shall terminate only as provided for in this section. This excludes Time and Material priced engagements. Time and Material engagements will be billed as such and may be terminated at any time with written request. 7.1 Termination for Default under Statement of Work. For any default under the Statement of Work, Client may terminate this Agreement if Client experiences a problem with TROI's services, Client notifies 1ROI in writing of the problem, and IROI acknowledges in writing that it cannot sufficiently resolve the problem within fifteen (15) days of receiving notice, or if 1RO1 has not resolved the problem within 30 days of receipt of Clients' notice, whether or not TROI responded in writing to Client's notice. For purposes of this section, the notice date shall be the date such notice is sent as evidenced by a post -mark or other tangible evidence. 7? Termination for Breach. Except in regards to problems with services provided described in Section 7.1, either 1ROI or Client may send written notice of the other party's default Page 2/8 2 K:\T\TR01024702\00002\AGMT\MASTER SERVICE AGREEMENT\TROI-MASTER SERVICE AGT (VO4)-050806-JTW-JTW.DOC 6/11/10 under any other provision of this Agreement, regardless of whether such condition is deemed material or immaterial, and, if the default remains uncured for ten (10) days after written notice is received, this Agreement shall terminate. 7.3 Termination upon Bankruptcy. Either party may unilaterally terminate this agreement if either (i) any party admits in writing its inability to pay a debt, (ii) a proceeding is instituted seeking to adjudicate a party's bankruptcy or insolvency'which is not dismissed within thirty (30) days, (iii) a proceeding is instituted against a party to appoint a receiver, trustee, or other similar official for it, or (iv) a party ceases to pay debts when due. 7.4 Agreement in Writing. The parties may agree to an earlier termination of this Agreement in a written Termination Agreement signed by both parties. 8. Dispute Resolution. In the eyent of a dispute or breach of this Agreement or Statement of Work, this Section sets forth the sole and exclusive remedies of 1ROI and Client; provided that this Agreement may be terminated as set forth in Section 7. 8.1 Mediation: In the event that the parties are not able to satisfactorily resolve a dispute, the parties shall endeavor to resolve claims, disputes and other matters in question between them by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation may bring final resolution to the matter, if both parties so decide. If final resolution is not reached, the parties may agree to arbitration, but only pursuant to a written agreement. In the event that either party is unable to resolve a dispute to its. satisfaction by the means set forth in paragraph 8.1, above or should either party elect to file a claim against the other in a court of law, all discussions and documents prepared pursuant to the attempt to resolve a dispute under the Mediation process in this Section 8 are confidential and for settlement purposes only and shall not be admitted in any court or forum as an admission or otherwise against a party for any purpose including the applicability of Federal and State court rules. 8.2 Judicial. In the event of a dispute between the TROI and Client regarding the payment of fees or the interpretation of any provision in this Agreement (including the Statement of Work) and such parties are unable to resolve the same themselves within a reasonable period of time, the Parties may initiate appropriate legal action to resolve the dispute in a court of competent jurisdiction. Either Party may seek enforcement of its injunctive and other rights arising under this Agreement by judicial means and process through a court of competent jurisdiction. . Notwithstanding any provision to the contrary the substantially prevailing party shall be entitled to recover the costs of litigation, including, without limitation, reasonable attorneys' fees, costs, expenses, audit or accounting expenses incurred iin the litigation_process. 8.3 Breach by 1 ROI, ITS SUBCONTRACTORS, AND THFIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, EMPLOYEES, AND DESIGNEES SHALL NOT BE LIABLE FOR ANY LOSS INCURRED BY CLIENT AS ANY SPECIAL, CONSEQUENTLAL, OR INCIDENTAL DA1\LAGES, INCLUDING BUT NOT LIMITED TO LOSS OF =ANTICIPATED PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSSES ARISING FROM INTERRUPTION OF SERVICES, OR THE ACTS OF THIRD PARTIES BEYOND THE CON 1ROL OF 1 ROI. CLIENT'S SOLE AND EXCLUSIVE Page 3/8 JJ' K:\T\TROI024702\000021AGMT\MASTER SERVICE AGREEMENT\TROI-MASTER SERVICE AGT (VO4)-050806-JTW-JTW.DOC 6/11/10 REMEDIES SHALL BE IERMINATION OF THIS AGREEMENT AS PROVIDED IN SECTION 7, RECOVERY OF MONITARY DAMAGES UP TO AN AMOUNT NOT TO EXCEED THE NIAXIMUM COMPENSATION AGREED TO AND SET FORTH IN THE STATEMENT OF WORK INCORPORATED HEREIN, AND/OR SEEKING INJUNCTIVE RELIEF TO PREVENT THE DISCLOSURE OF CONFIDENTIAL INFORMATION. NOT WITHSTANDING ANY STATEMENT TO THE CON 11,ARY HEREIN, SHOULD TROI, THROUGH ACT(S) OF GROSS NEGLIGENCE, DISCLOSE, OR ALLOW TO BE DISCLOSED, CLIENT'S CONFIDENTIAL INFORMATION, CLIENT MAY RECOVER AN AMOUNT UPTO THREE TIMES THE MAXIMUM COMPENSATION AGREED TO AND SETFORTH IN THE STATEMENT OF WORK INCORPORATED HEREIN. 8.4 Breach by Client. In the event of a breach by Client, IROI shall be entitled to all rights and remedies available in law and equity, except as otherwise limited in the Statement of Work. In the event that TROI pursues damages and without limiting IROI's right to seek and obtain damages, Client acknowledges that 1ROI's damages shall include amounts expended by IROI in reliance of Client's obligations under this Agreement, including disconnect charges payable to third parties, the cost of equipment purchases, and damages incurred by IROI as a result of contracts with third parties. The parties agree to toll any applicable statutes of limitations during the pendency of any of the above dispute resolution proceedings. 9. Insurance. At all times during performance of the services identified in this Agreement TROI as an insured party under LeMaster & Daniels, P.L.L.C., TROI's majority owner, shall secure and maintain in effect insurance to protect the Client from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. TROI, through LeMaster & Daniels, P.L.L.C., shall provide and maintain in force insurance in limits no less than those stated below, as applicable. The Client reserves the right to require higher limits should it deem it necessary in the best interest of the public. 9.1 Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, 1'ROI shall provide the Client with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, 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 Client„ 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 Client thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). 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. 9.2 Commercial Automobile Liability Insurance. a. If TROI owns any vehicles, before this Agreement is fully executed by the parties, TROI shall provide the Client with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Page 4/8 4 K \T\TR01024702\00002\AGMT\MASTER SERVICE AGREEMENT\TROI-MASTER SERVICE AGT (VO4)-050806-JTW-JTW.DOC 6/11/10 Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any -Auto" and be shown on the certificate. b. If IROI does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may added to the commercial liability coverage at the same limits as required in that section of this Agreement, which is Section 9.2(a) entitled "Commercial General Liability Insurance". c. Under either situation described above in Section 9.2(a) and Section 9.2(b), the required certificate of insurance shall clearly state who the provider is, the coverage amount, 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 Client, 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 Client thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). 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. 9.3 Professional Liability Coverage. Before this Agreement is fully executed by the parties, 1ROI shall provide the Client with a certificate of insurance as proof of professional liability coverage with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, 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 contain a clause that the insurer will not cancel or change the insurance without first giving the Client thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this Agreement. 10. Indemnification and Hold Harmless. 10.1 TROI agrees to protect, defend,'indemnify, exonerate, and hold harmless the Client, its elected officials, agents, officers, and employees (hereinafter "parties protected") from (1) any and all claims, demands, liens, lawsuits, administrative and other proceedings, and (2) any and all judgments, awards, losses, liabilities, damages (including punitive or exemplary damages), penalties, fines, costs and expenses (including legal fees, costs, and disbursements) for, arising out of, or related to any death, injury, damage or destruction to any person or any property (including but not limited to any actual or alleged violations of civil rights) to the extent solely or concurrently caused by, arising out of, or related to any act, action, default or omission (whether intentional, willful, reckless, negligent, inadvertent, or otherwise) resulting from, arising out of, or related to TROI's provision of services, work or materials pursuant to this Agreement. TROI further agrees that it specifically and expressly waives its immunity under industrial insurance, Title, 51 RCW, or immunity under any other provision of law to the extent of the obligations assumed to the parties protected hereunder. 10.2 Client agrees to protect, defend, indemnify, exonerate and hold harmless I'ROI, its members, managers, officers and employees (hereinafter "parties protected") from (1) any and all Page 5/8 $ K:\T\TROI024702\00002\AGMT\MASTER SERVICE AGREEMENT\TROI-MASTER SERVICE AGT (VO4)-050806-JTW-JTW.DOC 6/11/10 claims, demands, liens, lawsuits, administrative and other proceedings, and (2) any and all judgments, awards, losses, liabilities, damages (including punitive or exemplary damages), penalties, Fines, costs and expenses (including legal fees, costs, and disbursements) for, arising out of, or related to any death, injury, damage or destruction to any person or any property (including but not limited to any actual or alleged violations of civil rights) to the extent solely or concurrently caused by, arising out of, or related to any act, action, default or omission (whether intentional, willful, reckless, negligent, inadvertent, or otherwise) resulting from, arising out of, or related to Client's actions pursuant to this Agreement. Client further agrees that it specifically and expressly waives its immunity under industrial insurance, Title 51 RCW, or immunity under any other provision of law to the extent the obligations assumed to the parties protected hereunder. 10.2 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 11. Nondiscrimination. During the performance of this Agreement, TROI shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 12. Miscellaneous Provisions. 12.1 Amendment. This Agreement may writing signed by all parties hereto. be modified, deleted, amended, or changed only in a 12.2Only Agreement. This Agreement and the Statement of Work incorporated herein constitutes the sole and entire agreement between the parties with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. 12.3Conflicting Provisions. In the event of a conflict between a provision of this document and the Statement of Work attached hereto, as amended, the provision in the Statement of Work shall prevail. 12.4Governing Law and Venue. Except as otherwise provided herein, this Agreement shall be governed by, interpreted and construed in accordance with the laws of the state of Washington. The venue for any suit or action brought in connection with this Agreement shall be in Yakima County, Washington. 12.5Assignments and Successors. This Agreement may not be assigned or transferred. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, if any. 12.6Time of the Essence. Time is of the essence with respect to the performance of all terms, conditions and provisions of this Agreement. Page 6/8 K:\T\TR01024702\00002\AGMT\MASTER SERVICE AGREEMENT\TROI-MASTER SERVICE ACTT (VO4)-050806-JTW-JTW.DOC 6/I 1/ 0 12.7Severability. In the event any provision hereof or any portion of any provision hereof shall be deemed invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not alter any remaining portion of any provision or any other provisions hereof, as each provision of this Agreement shall be deemed to be severable from all other provisions hereof. 12.8No Waiver. The waiver by any party of any right granted to it hereunder shall not be deemed to be 'a waiver of any other right granted hereunder, nor shall the same be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived. 12.9"Includes" Defined. The terms "includes", "including" or "include" as used herein shall be interpreted as being non-exclusive and shall be read to mean, respectively, "includes without limitation, "including, without limitation" and "include without limitation." 12.10Relationship of Parties. This Agreement is not intended and does not create any relationship other than 1'ROI as an independent contractor performing the services subject to this Agreement. No party is a partner for any purpose, and neither party may act as agent for the other. No employee shall be considered an employee of the other party. 12.12Counterparts Permitted. This Agreement may be executed and delivered in several counterparts, each of which shall be deemed an original but all of which when taken,together shall constitute one and the same Agreement. 12.13Attorney Fees. Except as otherwise provided herein, should either party bring any action against the other in any way related to the construction, interpretation or governance of this Agreement or its terms, its validity, enforceability, scope, or subject matter, the substantially prevailing party will be awarded its or their reasonable attorney fees and costs incurred for prosecution, defense, consultation, or advice in connection with such action. 12.14 Notices.Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: TO CITY: R. A. Zais, Jr., City Manager R.M. DeBord, Finance Director City of Yakima 128 N. Second Street Yakima, WA 98901 TO 1 ROI: Chris Patrick, Director of Sales TROI IT Solutions Bank of America Bldg. 601 West Riverside Ave., Ste.800 Spokane, Wa. 99201 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. Page 7/8 'J K:\T\TROI024702\00002\AGMT\MASTER SERVICE AGREEMENT\TROI-MASTER SERVICE AGT (VO4)-050806-JTW-JTW.DOC 6/11/10 This IROIT IT SOLUTIONS CONSULTING _\GREENIENT is entered into effective as of this 1'S day- of June, 2010 ("Effective Date"). CLIENT: City of Yakima, IROI: I ROI, LLC, a Washington limited liability a Washington Municipal Corporation company - Name: R. A. Zais, Jr. Its: City Manager Commencement of Service Date: CITY CONTRAc r NO. 020/0—� RESOLUTION NO /D;l Bv: Name: Its: 4 r e c lv, , Page 8/8 R K \T\TRO1024702\00002'\AQ IT\iNIASTER SERVICE AGREE:NIEN'T\TROI'-MASTER SERVICE ACTT (VO4)-050806-1TW-JTW DOC 6/11/TO TROI -SOLUTIONS Statement of Work for City of Yakima 129 North Second St Yakima, WA 98901 Information Systems Division Assessment June 15, 2010 Confidential and Proprietary Information This document contains information that is proprietary to TROI LLC. Transmittal, receipt or possession of this document does not express license, or imply rights to use, sell, design, manufacture, or to have manufactured, any product, concept, or service from this information. No reproduction, publication, or disclosure of this information, in whole or in part, electronic or otherwise, shall be made without prior written authorization of an officer of TROI LLC. Authorized transfer of this document from the custody and control of TROI LLC constitutes a loan for limited purpose(s), and this document must be returned to TROI LLC upon request, and in all events, upon completion of the purpose(s) of the loan. Page 1/6 1:: Introduction TROI IT Services is pleased to provide this Statement of Work confirming our project with the City of Yakima to assist in an assessment that will include gathering data and performing a thorough review of the following: IS network infrastructure; IS staffing; IS organization within the IS Division and within the City of Yakima organization; user feedback of IS and IS systems; and strategic planning with a five-year primary focus. Once the facts have been determined, they will be documented along with any risk exposures and recommended solutions. This document outlines our understanding of the project, along with our responsibilities, deliverables, and professional fees. 2. Pro 'ect Name- City ame City of Yakima IS Review and Assessment 3. Client Name The primary individuals involved in this project are as follows: Name Title Phone Email Rita DeBord Finance Director 509-576-6771 rdebord@ci.yakima.wa.us 4. Pio'ect.Description and Goals The objective of this engagement is to review the present IS infrastructure including hardware, email, configuration, security controls, policies and procedures, staffing, organizational structure, user perception and strategic planning. These items will then be compared to IT best practices and TROI will provide recommendations for how to improve current practices where applicable. The infrastructure will be analyzed specifically for its strength within the environment and whether the design and/or technologies are being utilized to their fullest potential. 5. Pro'ect=Sco' e, The TROI technology assessment includes analysis of the categories listed below. The findings and recommendations resulting from the site visits will be documented in a report and delivered via mail to the client. A meeting between City of Yakima leadership and TROI will be scheduled to discuss the findings and recommendations. Statement of Work Page 2 of 6 6/11/2010 ASSESSMENT: • Executive Summary • Infrastructure Components o Physical Configuration o Logical Configuration o Access Rights o Connectivity o Remote Access o Monitoring o Wireless o Firewall o Security o Performance • Email o Application Configuration o Security o Performance STAFFING AND ORGANIZATION REVIEW: • Organizational Structure Review o Determine Organizational Structure of the IS Division ■ review workflow ■ determine roles and responsibilities ■ review groupings and divisions of work ■ assess division 's current scope of work ■ conduct departmental interviews o Assess Impacts of IS Division 's placement in Organizational Structure of the City of Yakima ■ evaluate the IS department's alignment within the city's organizational structure ■ evaluate the telecommunication division's alignment with the IS division and within the overall organizational structure o Document Findings and Recommendations Statement of Work Page 3 of 6 • Servers and PC's o Physical Security o Operating Systems o User Access Rights o File System Rights o Virus Protection o Web Monitoring o Active Directory o Name Resolution o Network Services o Advanced Applications o Overall Performance • Disaster Recovery o Backup Infrastructure o Backup Procedures o Overall Business Continuity • E-Records/E-Discovery o Existing environmental review o Existing process review o Assessment recommendations 6/11/2010 • Staffing Levels, Expertise and Scope of Work Review o determine expertise o compare expertise to organizational needs and work assignments o conduct departmental interviews o Document Findings and Recommendations 0 o Document Findings and Recommendations • IS Process and Procedure Review (utilizing, in part, the results of work performed above) o Document Findings and Recommendations ORGANIZATIONAL FEEDBACK: • Develop Web -Based Questionnaire to Determine the Following: o Perception/Performance of IS staff o Perception/Performance of IS equipment o Perception/Performance of IS applications o Perception/Performance of efficiency and effectiveness of utilization of all IS resources combined — staff, equipment, software o Include elected officials in survey STRATEGIC PLANNING: • Executive Leadership Interview • Strategic vs. Tactical Technology • IS Deliverables Current and Needed (today and over the next 5 Years) • Unaddressed Technology Needs/Concerns • Executive View of IS Role and Process • IS Scalability Pro'ect Deliverable. TROI shall provide to client one report to include the following: (1) Executive Summary section that shall provide an overview of the project objective, work performed, results found and recommendations provided. The executive summary will also include reference to the best practices and/or industry standards utilized in this assessment. The executive summary will not Statement of Work Page 4 of 6 6/11/2010 list every item discovered during the assessment, just those items deemed most critical by TROI personnel. (2) Detailed documentation including specifics of work performed, results found, and recommendations provided on the technical areas of review. The intention of the Detailed Report is to provide the Client with the technical data and information needed to understand, properly interpret and implement all work results, comparisons and final recommendations. A sample assessment report has been provided to client prior to the signature of this statement of work and client accepts this format and approach to content delivery. 7: Pro ect Schedule l Upon the acceptance of this Statement of Work, a TROI representative will contact the City of Yakima to schedule the appropriate visits. It is anticipated that work will commence within 30 days of execution for this agreement and that all work will be completed and deliverables submitted to Client within four to eight weeks thereafter. 8. Pro essioncrl Fees .. Our fees are based upon the time required by the individuals assigned to the engagement, plus direct expenses. Travel time will not be billed. All reasonable and customary travel related expenses paid by TROI will be reimbursed by Client without markup. Employee mileage reimbursement will be calculated at the standard per mile rate as stated in the Master Services Agreement. Expenses will be itemized and billed on a monthly basis along with the regular monthly billing. Expenses will also incur the same net due and finance charge terms as regular invoice items. We estimate our fee to be approximately $ 39,010.00 (See Description below), plus out-of-pocket expenses. Individual hourly rates vary according to the degree of responsibility involved and the skill required. TROI shall submit monthly invoices to the Client. Said invoices shall itemize all services rendered during the preceding monthly period. The Client shall make payment to TROI within thirty (30) calendar days of receipt of the invoice. We will submit our final bill for these services promptly upon rendering the report. All other provisions of this letter will survive any fee adjustment. Description Hours Investment * IT Assessment 104 $ 15,680.00 Staffing and Organization Review 82 $ 12,300.00 Organizational Feedback 32 $ 4,800.00 Strategic Planning 28 $ 6,230.00 TOTAL 246 Hours $ 39,010.00 * (excludes applicable taxes, if any) The total project cost shall not exceed $42,500 including travel related costs and applicable taxes, if any without Client's prior written consent. Statement of Work Page 5 of 6 6/11/2010 Our support fees for additional projects or scope of work, if requested, are referenced below and are billed on a Time and Material Basis. Description T&M Rate Per Hour Support Staff (Help Desk) $ 90.00 (Primarily PC's) System Engineering Support $160.00 (Primarily Servers) Infrastructure Support $180.00 (Routers, Switches, Firewalls) Project Management Support $160.00 eiieral Provisions. Independence TROI wishes to ensure independence is maintained in all aspects of our services. As such this statement of work and the services detailed above adhere to the "Independence" standards as prescribed by the AICPA and government auditing standards. City of Yakima's management is responsible for assigning knowledgeable personnel for review and assessment of the services provided under this agreement. TROI LLC'S services will not involve the design and implementation of systems over financial reporting or internal controls involved in processing of financial information. 10. Pro'ect De inition A roved This Statement of Work is made between TROI LLC at 601 W. Riverside Avenue, Suite 800, Spokane, WA 99201 and City of Yakima at 129 North Second St, Yakima, WA 98901 as of the date written below. Project Name: City of Yakima IS Review and Assessment Client: TROI: Signature: a Ai Print Name: 70-e Title: cow Date: G -aa —icy Signature: Print Name: Title: Date: —a C/, 2O a Statement of Work Page 6 of 6 6/11/2010 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 7 For Meeting Of: June 15, 2010 ITEM TITLE: Consideration of a Resolution Authorizing a Professional Services Agreement with TROI IT Solutions to assist in an assessment of the Information Systems Division. SUBMITTED BY: Rita DeBord, Finance Director CONTACT PERSON/TELEPHONE: Rita DeBord — 576-6771 SUMMARY EXPLANATION: The City of Yakima desires to enter into an agreement with TROI IT Solutions, a consulting firm specializing in state-of-the-art Information Systems designs and practices, to assist the City in a review and evaluation of the Information Systems. Timing for this study is opportune due to the current vacancy in the Manager position and the fact that such a study has not been conducted in over a decade. The agreement calls for TROI IT Solutions, a subsidiary of LeMaster and Daniels CPA firm, to review and assess current technology, staffing, organization, security and procedures and to make recommendations based on best practices in the industry where applicable, to fully realize the potential already in house and establish a readiness to meet the information systems needs for the future. The cost of this review is not to exceed $42,500; the cost of which is included in the Information Systems. Division's 2010 authorized budget Resolution X Ordinance_ Contract X Other (Specify) Funding Source 000 — General Fund APPROVAL FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Staff recommends Council adopt the attached Resolution. BOARD RECOMMENDATION: COUNCIL ACTION: