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HomeMy WebLinkAboutContract 40212cirr secRernRv al CONTRACT NO. PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and IDEA INTEGRATION CORP. ("Consultant"), a Florida corporation and acting by and through its duly authorized president and CEO. CONTRACT DOCUMENTS. The Contract documents shall include the following: This Professional Services Agreement plus all attachments Exhibit A — Statement of Work Exhibit B — Network Access Agreement Exhibit C — DIR Contract DIR-SDD-957 Exhibit D — Milestone Acceptance Form All Contract documents are attached hereto and incorporated herein for all purposes. If the event of a conflict, the order of precedence shall be (1) this Professional Services Agreement, (2) Statement of Work, (3) DIR Contract DIR-SDD-957 and (4) Network Access Agreement. Notwithstanding, the Network Access Agreement shall take precedence in matters of computer security. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of [insert purpose of agreement]. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the last date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all services contemplated herein but no later than [insert termination date], unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $195,000.00 ("Contract Price") in accordance with the provisions of this Agreement Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-aoorooriation of Funds. Professional Services Agreement Idea Integration Page 1 of 8 �lT�' ��Ct�FTd�RY P FT. ` 1ORTH, TX In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein Professional Services Agreement Idea Integration Page 2 of 8 shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER WHATSOEVER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS, LOST DATA, LOSS OF USE OF DATA, OR LOST OPPORTUNITY, WHETHER OR NOT PLACED ON NOTICE OF ANY SUCH ALLEGED DAMAGES AND REGARDLESS OF THE FORM OF ACTION IN WHICH SUCH DAMAGES MAY BE SOUGHT. EXCEPT FOR DAMAGES FOR TANGIBLE PROPERTY OR PERSONAL INJURY, INCLUDING DEATH, IN NO EVENT SHALL CONSULTANT BE LIABLE TO CITY HEREUNDER FOR ANY DAMAGES IN EXCESS OF TWO TIMES THE CONTRACT PRICE. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Professional Services Agreement Idea Integration Page 3 of 8 Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation -Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $5001000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev, Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (Errors &Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear with respect to the Services performed under this Agreement, including defense costs but excluding the proportionate share of negligence of such additional insured(s). The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Professional Services Agreement Idea Integration Page 4 of 8 (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth/IT Solutions 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Idea Integration 1 Independent Drive Suite 206 Jacksonville Florida 32202 Facsimile: (904) 360-23490 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. The foregoing restriction shall not apply to any employment through means of advertisement, job postings or job fairs that are conducted in the ordinary course of business or any employment where the individual has made the initial approach on a wholly unsolicited basis. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of Professional Services Agreement Idea Integration Page 5 of 8 this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW /VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS /MODIFICATIONS / EXTENSTIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation into this Agreement. Professional Services Agreement Idea Integration Page 6 of 8 [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Idea Integration Page 7 of 8 IN WITNESS WHEREOF, N64A 2010. CITY OF FORT WORTH: By: Date: 0 By: the parties hereto have executed this Agreement in multiples this d t��V' day of Assistant City Manager v Marty Hentibix City Secretary APPROVED AS TO_FORM AND Maleshia`�. Farmer Assistant City Attorney CONTRACT AUTHORIZATION: Date Approved:�n- f� Professional Services Agreement Idea Integration Page 8 of 8 r. IDEA INTEGRATION: I� i�aiiic. v�cvc v�cuai� Title: Sr. Vice President Date: y/(& ATTEST: ct Technology OFFICIAL RECORD CITY SECRETARY ' FT. WORTH, TX EXHIBIT A Steve Steuart Sr. V.P., Director, Modernization (904) 360-2433 modernization City ®1 T®1�t vv ul L Mainframe Migration Services Statement of Work April 13, 2010 Stephen Hodges Solutions Director, Modernization (334) 7964724 OFFICIAL �ECO�D CITY S�C�ETpRY FT. WORTH, TX Ap Modernization Contents ExecutiveSummary.....................................................................................................................................0.........4.........3 SolutionCosts..................................................................................................................................................................3 Termsand Conditions.......................................................................................................................................................3 Authorityto Proceed.........................................................................................................................................................3 PaymentSchedule.............................................................................................................................................................4 Invoicing.........................................................................................................................................................................4 SolutionScope.................................................................................................................................................................5 Tasksand Responsibilities............................................................................................................................a.................6 Projecttimeline... I'll I 1 11 41 6 0 at 0 as 4 a a a a a a a & a & a a 0 a 0 a I I I I I I I I I a a a a F a a * 0 a 0 4 a a I I I I I I I I I 1 0 a a 4 0 4 a a a a & a & a a & a & 0 a , a & a 0 0 1 . . . . a . . . a & a 0 F a a a 0 a V a a V 4 . . . . . . . . . . . . . a w & 0 V 0 a a a a 0 a 0 1 a a a a a a 0 4 0 t 0 8 Project Governance.,,'...,.....,.". .... ....... a a 0 1 0 & a 6 0 1 a m a a a ... ... 0 ... 10 ChangeManagement Process........................................................................................................................................10 Statusreporting............................................................................................................................................................10 Assumptionsand Risk. . a a 0 8 0 w 4 . . . . . . . . . . . . I a V 0 0 4 a . . . . . . . . . a a & 1 0 a a a 0 t 4 0 V a a I a 0 a a a a I a a a a 0 0 a 0 a 4 1 m 0 1 1 1 1 1 1 1 1 1 a 0 a 0 a 0 a & a 0 1 a I a 1 0 Risk Factors and Countermeasures.................................................................................................................................12 Idea Modernization modernization Statement of Work Executive Summary Idea Integration, Modernization group (Idea), is pleased to provide City of r L Worth (FTW) this statement of work (SOW) for application migration services. The City of Fort Worth must migrate its mainframe applications to Windows to save costs and improve productivity and performance. Idea will migrate the applications defined in the Solution Scope to the Windows platform using Micro Focus (MF) Studio Enterprise Edition (EE) and MF Server EE. To assist with budgetary constraints, FTW will provide two (2) or more dedicated resources to assist Idea with the migration effort. FTW will perform subject matter expert or other tasks, such as building test scripts, test case data, and testing via built test scripts, with transition mentoring support from Idea. Solution Costs The table below lists the costs for the Idea service solution. Services Descri tion Total Application migration services Including: Code and data migration $195,000 Project management Transition mentoring Micro Focus Studio 6.0 training— 1 class (up to 10 students), 5 days Total Idea miaration services cost $1959000 Terms and Conditions This is a fixed price project. The price includes travel and living expenses. Services will be billed according to payment schedule in this document. Payment Net 30. This offer expires end of day April 30, 2010. Authority to Proceed IN WITNESS WHEREOF, the undersigned have caused this SOW to be executed by their duly authorized representatives with effect as of the date of the last signature below. City of Fo t Worth, exas Idea Integr to Sign: Sign: Name (print): Karen L. Montgo err Name (print): Steve Steuart Assistant City Manager Address: Phone: /� Idea Title: Sr. VP. Managing Director Email: Steve.Steuart@Idea.com Address:_ 1 Independent Dr Ste 206 Jacksonville, FL 32202 Phone: 904.360.2433)00 �3 © 2008 :,RY is modernization Payment Schedule The project will run approximately 4 months, with the majority of effort occurring the first 3, and FTW testing support during the 4" month. As such the deliverables and payment schedule is as follows: Milestone Deliverable 7tayment Week 4: Week 4: -Analysis & Design -work lists $485750.00 -Data Migration -transfer scripts -Code Migration -error code identified -Interfaces -special requirements planned -Training -complete -Installation -complete Week 8: Week 8: -Data Migration -first round complete $48,750.00 -Code Migration ->60% complete -Interfaces (FTP) -complete Week 12: Week 12: -Code Migration -complete $48,750.00 -Transition Mentoring -FTW testing in process Week 16: Week 16: -sign off -migration complete $48,750.00 Invoicing Please provide add111 itional invoicing contact information as necessary. The additional invoicing contact information is only required if different from the client authority information above. If the SOW is not acceptable for invoicing, please provide separate Contract Number or Purchase Order (P.O.) Number required. Name (print): Title: ���I���aT��11a L'Ti�l��(�.�fLS�R'--T.tc�.^a►ha•Z�l►_� Phone• �t"� — �Z���Q'-i� It. Phone: Contract or P.O #: Statement of Work 4 ©2008 All Rights Reserved Idea Modernization modernization Solution Scope Idea will provide management and technical resources to migrate FTW applications to the Windows server platform. The initial resources assigned to this migration are: • I Project Manager (PM) 3 Solutions Architects (SA) • 1 Solutions Director (SD) • 3 Sr. Programmer (P2) • 1 Training Director (TD) The following is an itemization of migration stages with hours and resources per stage, excluding project management. Idea Work Breakdown Project resources total 7 Man hours 1760 Man weeks 44 Hrs Res Analysis, planning, & design 160 2.00 Data migration 400 2.00 Code migration 640 2.00 I nterfaces 120 1.00 Install & configure 80 1.00 Train 40 1.00 Mentor 240 1.00 This plan understands and depends on FTW providing 2 dedicated resources for this migration. FTW will be responsible for providing test case data for Idea unit testing, and these additional migration efforts: • Scheduling • Monitoring • Security • Printing • Test plans • Testing: integration, system, user acceptance testing (UAT) Idea will migrate those applications sow•ces and files discovered in the Micro Focus assessment. The inventory assessed, and the scope for this migration, is as follows: FTW Inventory Assessed COBOL 894 VSAM/ISAM 639 Copy/inc 637 Seq 300 Screens 602 GDG 869 job control 1136 job prc/inc 546 Statement of Work � ©2008 A(1 Rights Reserved Idea Modernization Some items were identified as missing from the source provided in the assessment. These items may be included in the migration if found in addition to the above counts. The items missing From the assessment were: • Copybooks/Procs not found (1) These are items referenced in programs or JCL loaded into the project, but the referenced items' source code is not in the analysis project. • Load modules without source code (8) These are items defined in system definition files or JCL loaded into the project, but the referenced items' source code is not in the analysis project. • Screens without source code (10) These are items referenced in programs loaded into the project, but the referenced items' source code is not in the analysis project. • CICS programs not associated with load modules (5) These are items referenced in programs but not loaded in the project system definition files. Items identified without source code means the source was not provided. In the case any source does not exist or cannot be found, FTW is responsible for the re-creation of that source, or re - engineering the process to eliminate the need. The applications assessed in the inventory above are: Non-ERP applications 1. City Secretary 2. TPW-Light & Signal 3. TPW-General Services for signs 4. TPW-Building Maintenance 5. Parks and Community Services 6. Environmental-Trash/Landfill 7. Housing 8. Equipment Services Non-ERP applications relating to Public Safety 1. Emergency Management 2. Police 3. Fire 4. Code Compliance 5. Municipal Court 6. Municipal Court\Jury Services Programs outside the assessed inventory scope maybe added via a Project Change Request at a negotiated price. See Project Governance. Tasks and Responsibilities Idea will conduct the migration according to the following stages: taternent of Work 6 1 � �� I* modernization • Analysis, planning, and design o Parallel analysis and planning paths will be managed for task categories. o This stage will be approximately 2 weeks and includes: ■ 2 SA ■ 1 SD (management oversight) ■ 2 FTW resources Deliverables FTW: ■ Application naming conventions for code identification ■ Identify order of priority for application code and files to be addressed. ■ Identify test cases required for unit testing according to priority Deliverables Idea: ■ Missing code list (iterative process with FTW) ■ File list for conversion ■ Files with packed fields requiring special consideration ■ JCL, procs, screens, and programs list for migration ■ JCL requiring Micro Focus field developed replacement solutions • Data migration o Building file transfer protocol (FTP) and extract/transform/load (ETL) processes to coordinate data migration. o The duration of this stage is estimated at 5 weeks and includes: ■ 1 SA ■ 1 P2 ■ 1 FTW resource Deliverables FTW/Idea: ■ File list converted to ascii and cataloged in Micro Focus Server EE • Application code migration o Compiling and unit testing application code in MF Studio o JCL FTP interface migration/integration (acquiring product and support for MF FTP field developed solution is the responsibility of FTW) o Execution of this stage is estimated at 8 weeks and includes: ■ 1 SA ■ 1 P2 ■ 1 FTW resource Deliverables FTW/Idea: ■ Applications ready for testing, including Micro Focus field developed solutions (FTP) integration • Training o Idea will provide 1 week of onsite Micro Focus Studio EE development tool training for up to 10 developers using FTW provided facilities. • Installation and configuration o Idea will provide environment setup and configuration mentoring, with recommendations and guidance for FTW systems support teams. o Idea will provide 2 weeks for this support and includes: ■ 1 SA • Transition mentoring and troubleshooting guidance Statement of Work 7 © 2008 All Rights Reserved Idea Modernization o Idea will provide testing and development process mentoring and troubleshooting assistance for the FTW team for 6 weeks including: ■ 1 SA Project timeline The estimated timeline for these activities is as follows: Project Start Date 6/7/2010 Project Finish Date 9/24/2010 TASK DURATION (wks) START FINISH Migration Services Plan: GNC Project Management 16.0 6/7/2010 9/24/2010 Pre -kickoff preparation 4.3 5/8/2010 6/7/2010 Install and configure 2.0 6/7/2010 6/18/2010 Kickoff Workshop 1 day 6/4/2010 6/4/2010 Analysis & Design 200 6/7/2010 6/18/2010 Data migration 5.0 6/21/2010 7/23/2010 Code migration 890 6/21/2010 8/13/2010 Interfaces 3.0 6/21/2010 7/9/2010 Training 1.0 6/7/2010 7/9/2010 Transition mentoring 600 8/16/2010 9/24/2010 Project signoff 1 day 1 10/24/2010 10/24/2010 V modernization The estimated beginning week is assumed as June 7, ZU M Most of the work will be done off site, with on site travel only as required. This SOW assumes FTW responsibility for all integration, system, and user acceptance testing. FTW will provide appropriate deployment servers) at the project onset. FTW will provide as necessary, SME and resources to assist with: • Interface migration, unit testing • Installation and configuration With responsibility to perform and manage: • Providing updated source code in appropriately typed folders to Idea • Providing all data file creation scripts or source to Idea (IDCAMS repro jobs, etc.) • Providing all environment definition source to Idea (CSD, etc.) • Providing appropriate training facilities • Performing all scheduling migration to selected package • Performing security migration/implementation to Active Directory • Facilitating application security implementation, if outside normal application function • Test case data preparation • Test script building • Testing • Implementing distributed source code management tools and processes • Performing print server interface migration, and print services • Rewriting assembler (or any non -COBOL application logic components) modules to COBOL, and providing Idea with source, as required • Testing external user interfaces (including web or external database/query connections). It is absolutely essential for the FTW user community to assist FTW Information Teclulology (IT) in managing the user acceptance test process. The FTW users must accept responsibility for their role in the migration by investing resources for testing the delivered applications, and confirming the information needed in the process of migration. Therefore, the FTW application users must participate in the project from the very start. Each application user community must appoint representative spokespersons to liaise with FTW IT and the Idea migration team to ensure success. These representatives must allot appropriate time to attend User Review Forum calls, answer migration team (including FTW and Idea personnel) questions, and perform acceptance testing as required and agreed upon with FTW IT. Statement of Work 9 ©2008 All Rights Reserved Idea Modernization Project Governance Change Management Process j During the proect lifecycle conditions or events may occur requiring Idea pricing adjustments. On such events, Idea will advise FTW as early as possible how identified issues affect project scope, schedule, resources, and costs. Reasons may include, but are not limited to: • Changes to the scope of the engagement, or services requested • Changes to the cost of hardware and/or software (purchased through Idea) • Changes to the cost or availability of resources, whether subcontracted, or due to experience required • Changes to the information basis for Idea provided timing and pricing estimates • On time delivery by Idea is impacted due to actions or inactions by FTW or 3rd party not under management, control, or responsibility of Idea. As applicable, Idea will present a Project Change Request (PCR) outlining the scope of, reason for, and pricing for the change, determined at time of PCR. Both parties must sign agreement to said change before proceeding, with both parties retaining copies. Status reporting Idea will utilize its "Roadmap" methodology, requiring a defined FTW Steering committee consisting of a project manager or primary contact, a management contact, and a technical lead. Weekly status reports will be delivered and discussed on a weekly status call. An issues log will be presented and addressed each week to discuss appropriate actions and responsible parties for each issue. Additionally, Idea will conduct, in conjunction with FTW project management, a bi-weekly User Review Forum conference call. This call is to address questions from the user community liaisons on the expected process, ongoing progress, and any mentoring issues needed for FTW continued applications management. Initially, the FTW/Idea migration team will discuss how seamless the end results of the online migration will be and the limited (if any) impact to online Jay to day operations. The new batch submission process will be discussed, and user mentoring schedules worked out during the migration. These meetings are intended to not only keep the FTW user base apprised of the status of the project but to also reinforce the necessity of their involvement in the testing. This way they get the information they need to be prepared for the testing and cut over first hand. Along the way the questions will be more focused and the meeting will vary in length, but rarely would they go more than about an hour. Assumptions and Risk • Work will be performed off -site at an Idea facility, and/or onsite at FTW, as appropriate and mutually agreed. • As required, FTW will provide Idea off -site staff with appropriate access and security necessary to complete the defined scope of work in timeframes that support the engagement. Access and security include, but are not limited to: o Network User IDs and passwords with appropriate access and security related to their specific function, including after-hours access. This could take a day to complete. Statement of Work 10 ©2008 All Rights Reserved Idea Modernization o VPN access/security with configuration specifications for connection • As needed and available, FTW will provide appropriate documentation (e.g., testing run scripts, operations information, statistics, environment, processing schedules, infrastructure documentation, application documentation, data flows, process flows, data maps, requirements, and system or project required files) to Idea at the start of the engagement, and as requested throughout the project. • FTW personnel (e.g., Management, SMEs, Users, Data Management, Technical resources) will be available as needed to support the project objectives and deliverables. • FTW will provide 2 or more dedicated project resources with appropriate system and application knowledge to assist in data or code migration or interface considerations. • Idea is not responsible for delays due to FTW staff, its users, contractors, or any other 3r`� party. See Risk Factors and Countermeasures below. Statement of Work 11 ©2008 All Rights Reserved Idea Modernization modernization Risk Factors and Countermeasures The following table represents Idea's understanding of risks that could affect successful completion of this project on time and within budget: Risk Impact Countermeasure Avoidance Recover The information provided Work effort changes from FTW will ensure accurate Idea will submit a to date by FTW does not that which was provided by and complete information Change Request to accurately or completely Idea. It may result in a is provided to Idea prior to address the reflect the scope of work change to the resource creation of a firm new/modified required levels and timing estimates Statement of Work information by either upon which the pricing was increasing staff, based increasing timeframes, or decreasing scope, possibly effecting price FTW resources (e.g., data Delays to schedule, and FTW and Idea will jointly Idea will submit a modelers, project team dependencies not met agree on and will publish Change Request to members, users, Subject the project schedule at the address the Matter Experts, FTW start of the engagement. new/modified schedule management, FTW will ensure that the and price Stakeholders, etc) are not appropriate resources available in support of receive and agree to the project objectives and on- schedule. Idea will make time delivery every effort to remain flexible regarding individual schedules, however, this may not always be possible FTW does not provide Delays to schedule, and FTW and Idea will Idea will submit a deliverable reviews, dependencies not met collaborate on the schedule Change Request to rejections, acceptance, and prior to release of work address the signoffs of work products products new/modified schedule in support of the project and price schedule and objectives EXHIBIT B NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and IDEA INTEGRATION CORP with its principal location at 1 Independent Drive Suite 206 Jacksonville FL 32202, ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide professional consulting services. In order to provide the necessary support, Contractor needs access to the city's mainframe, network systems, Internet, Intranet, and email.. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing professional consulting services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Services are being provided in accordance with City Secretary Contract No. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met. 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications Vendor Network Access Agreement OFFICIAL RECC)R13 , CITY SECRETARY FT. WORTH, TX Rev. 12/10/2009 software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees.to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. Vendor Network Access Agreement 2 IDEA INTEGRATION CORP Rev. 12/10/2009 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network, 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law /Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division, 17. Signature Authority. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. ACCEPTED AND AGREED: CITY OF FORT WORTH: IDEA I By: ��/ �-zj�/� I Bye, Karen L. Montgomery Name: Assistant City Mana er n Title: _ Date: / Date: _ By: Marty Hendrix City Secretary APPROVED AS TO Assistant Ci yf Attorney M & C: none required CORP: �F�riC��,L RFCtSRD CITY SECRETARY FT. WORT" TY Vendor Network Access Agreement 3 IDEA INTEGRATION CORP Rev. 12/10/2009 EXHIBIT C DIR Contract No. DIR-SDD-957 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR DELIVERABLES -BASED INFORMATION TECHNOLOGY SERVICES IDEA INTEGRATION CORP. 1. Introduction A. Parties This Contract for services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 151h Street, Suite 1300, Austin, Texas 78701, and Idea Integration Corp. (hereinafter "Vendor"), with its principal place of business at 1 Independent Drive, Jacksonville, Florida 32202. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-SDD-TMP-115, on February 12, 2008, for Deliverables -Based Information Technology Services. Upon execution of this Contract, a notice of award for RFO DIR-SDD-TMP-115 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Deliverables -Based Information Technology Services Contract Terms and Conditions, Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Sample Statement of Work; Exhibit 1, Vendor's Response to RFO DIR-SDD-TMP-115, including all addenda; Exhibit 2, RFO DIR-SDD-TMP415, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be two (2) years commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend this Contract, upon mutual agreement, for up to two (2) optional one-year terms. 3. Service Offerings Services available under this Contract are limited to the deliverables -based information technology services Technology Categories as specified below. Page 1 of 12 OFFICIAL RECORD CITY SECF�ET�ARY T. WORTH, TX I DIR Contract No. DIR-SDD-95I Vendor Contract No. Application Maintenance and Support 1) Definition: Application Maintenance and Support includes the skills and requirements for supporting application systems, including troubleshooting, modifying, maintaining and enhancing legacy systems. Application Maintenance and Support also applies to applications running in a production environment. 2) Examples of included services: research, analysis, design, programming, testing, documenting and implementing maintenance changes; correcting software errors; modifying reports and ensuring accurate report runs; making modifications to the applications and documentation; writing ad hoc queries; loading and applying changes to the software language and/or database in which the application is written; providing corrections for production or any changes needed and participation in disaster recovery testing, planning and documentation. Services may need to be available 24/7 or on an on -call basis. Business Intelligence B>n and Data Warehouse 1) Definition: BI enables an organization to perform in-depth analysis and includes, where required, data mining of detailed business data providing real and significant information to business users. BI may include an integrated group of operational and decision support applications and databases. BI makes use of tools designed to easily access data warehouse data. A data warehouse collects, organizes and makes data available for the purpose of analysis and gives organizations the ability to access and analyze information about its business. The function of the data warehouse is to consolidate and reconcile information from across disparate business units and IT systems and provide a context for reporting and analysis. 2) Examples of included services: architectural design, extraction, transformation and loading of data sources; planning, assessment, product installation and tuning; prototype development, deployment, data cleansing, data mart development and support; data migration, integration with data mining; integration with business intelligence tools and/or systems; data scrubbing; data transformation; training and knowledge transfer. Service Oriented Architecture (SOA) 1) Defimition: SOA organizes business software in a granular fashion so that common fUnctions can be used interchangeably by different departments internally and by external business partners. The more granular the components (the more pieces), the more they can be reused. SOA is a way of thinking about IT assets as service components. When functions in a large application are made into stand-alone services that can be accessed separately, they are beneficial to several parties. SOAs are implemented via application programming interfaces (APIs) that allow components to communicate with each other. 2) Examples of included services: planning and assessment; requirements development; proof of concept; implementation; deployment; governance; application programming and support services; system software administration and support; and traini ftng support. Page 2 of 12 DIR Contract No. DIR-SDD457 Vendor Contract No. Project Management 1) Definition: Project Management service providers may perform any or all of the project management processes identified by the Project Management Institute as published in Table 345 of the PMBOKO Guide, Third Edition or most recent. 2) Examples of included services: utilizing the Customer's tools and processes, using off -the -shelf tools or using Vendor's own proprietary tools and processes to manage a project. Technology Upgrade/Migration and Transformation 1) Definition: Technology Upgrade/Migration may be required to increase business functionality, reengineer a business function, keep current with vendor upgrades or when upgrading existing technology. Technology Transformation may be accomplished by converting/migrating legacy applications to new technology either with or without new business functionality or it may include introducing new technology into the enterprise. Technology Upgrade/Migration may also include providing website content accessibility compliance. 2) Examples of included services: assessments of the current application portfolio, evaluation of the technology assets before beginning technology transformation and Business Case development for justification of an initiative. Also included are: technology transformations, which may include, appropriate Return on Investment (ROI), benchmarks and milestones. The following activities may also be included: planning, analysis, requirements development, proof of concept, deployment, implementation, integration, remediation, data migration, documentation, application programming and support services; and training support. Information Technology Assessments and Planning 1) Defimition: IT Assessments and Planning may include IT effectiveness, maturity, governance, project management and architecture. Strategic planning activities may include mission statement development, visioning and goals, objectives, and strategy development. Tactical planning may require that actionable plans and roadmaps be provided. 2) Examples of included services: IT assessments, including enterprise architecture; staff knowledge, skills and abilities (KSAs) assessments; and strategic and tactical planning. Application Development 1) Definition: Application Development means the development of new applications which may be mainframe, server, network -based, web -based or a combination. The requirements for new applications may require interfaces to existing applications. 2) Examples of included services: researching; analyzing; gathering requirements; designing; programming; testing; documenting and implementing; applying changes to the software language and/or database in which the application is written; providing Page 3 of 12 DIR Contract No. DIR-SDD-957 Vendor Contract No. corrections for production or any changes needed and participation in disaster recovery planning and documentation. 4. Statement of Work (SOW) /Purchase Order Issuance A. In order to be awarded a Purchase Order hereunder, Vendor must respond, in writing, to a Statement of Work (SOW) for services as issued by Customers, consistent with the Terms and Conditions of this Contract. Vendor shall only respond to SOWS for Technology Categories which Vendor has been awarded in this Contract. Customer SOWs must be complete, signed by an authorized representative of Customer and must be in the form contained in Appendix C. Vendor understands that no work under any SOW issued by Customer shall commence until receipt of Purchase Order, B. Service provided under this Contract shall be based on the Statement of Work form set forth in Appendix C of this Contract. Customers may negotiate the terms and conditions of a SOW to suit their business needs, so long as the SOW terms and conditions do not conflict with or weaken the terms of this Contract. Vendor shall perform its work in compliance with this Contract and the agreed upon Statement of Work with Customer. C. The value of any one SOW may not exceed $10 million including all extensions, renewals and change orders. 5. Pricing A. Customer Price Customers purchasing services under this Contract shall negotiate pricing directly with the Vendor in accordance with the Customer's Statement of Work. B. DIR Administrative Fee The administrative fee specified in Section 5 below shall not be broken out as a separate line item when pricing or invoice is provided to Customer. C. Tax -Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and (j). D. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized by the current State Travel Regulations. Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by Customer. Page 4 of 12 DIR Contract No. DIR-SDD-957 Vendor Contract No. 6. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three quarters of one percent (.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor. Any change in the administrative fee shall be incorporated in the price to the Customer. 7. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Sherri Parks, Director Contracting & Procurement Services Department of Information Resources 300 W. 15`h St., Suite 1300 Austin, Texas 78701 Phone: (512) 4754700 Facsimile: (512) 4754759 Email: sherri.parlcsndir.state.tx.us If sent to the Vendor: Chris McConn Idea Integration Corp. 3200 Southwest Freeway, Suite 2900 Houston, Texas 77027 Phone: (713) 3534503 Facsimile: (713) 830-6565 Email: chris.mcconn(aidea.com 8. Customer Satisfaction Metrics DIR reserves the right to engage a third party to build and gauge customer satisfaction metrics. Should a Vendor go two straight quarters with a low customer satisfaction score, DIR reserves the right to suspend all new prospective business orders for a period of time determined by DIR and until customer satisfaction issues are resolved. 9. Intellectual Property Matters A. Definitions 1." Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all Page 5 of 12 DIR Contract No. DIR-SDD-95 / Vendor Contract No. tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2. "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 3. "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and/or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 4. "Third Party IP" means the Intellectual Property Rights of any third party not a party to this Contract, and which is not directly or indirectly providing any goods or services to Customer under this Contract. 5. "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to Page 6 of 12 DIR Contract No. DIR-SDD-957 Vendor Contract No. providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is Page 7 of 12 DIR Contract No. DIWSDD-957 Vendor Contract No. understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. E. Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product, shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub -paragraph h hereunder, Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertains to the Work Product. Page 8 of 12 DIR Contract No. DIR-SDD-957 Vendor Contract No. H. Vendor License to Use. Customer hereby grants to Vendor a non -transferable, non-exclusive, royalty4ree, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. I. Third -Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Parry IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third parry for Customer's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Parry IP. On request, Vendor shall provide Customer with documentation indicating a third parry's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. ,I. Agreeriient with Subcontractors. Vendor agrees that it shall have written agreements) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Page 9 of 12 DIR Contract No. 1jIR-SDD-957 Vendor Contract No. Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 10. Authorized Exceptions to Appendix A, Deliverables -Based Information Technology Service Standard Terms and Conditions. A. Section 7. Vendor Responsibilities, 2) Acts or Omissions is hereby replaced in its entirety as follows: Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from the negligent acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract, excluding any claims arising out of or in connection with the gross negligence or intentional misconduct of the State of Texas and Customers, and/or their employees, agents, representatives, contractors, assignees, and/or designees. VENDOR SHALL PAY ALL REASONABLE COSTS OF DEFENSE INCLUDING ATTORNEYS FEES, THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON -STATE AGENCY CUSTOMERS. B. Section 7. Vendor Responsibilities, 3) Infringements is hereby replaced in its entirety as follows: Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT, EXCLUDING ANY CLAIM OF INFRINGEMENT ARISING FROM VENDOR'S ADHERENCE TO THE SPECIFIC INSTRUCTIONS OF THE STATE OF TEXAS AND CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON -STATE AGENCY CUSTOMERS. Page 10 of 12 DIR Contract No. DIR-SDD-951 Vendor Contract No. C. Section Y.C. Security of Premises, Equipment, Data and Personnel is hereby replaced in its entirety as follows: If the services are performed on Vendor's premises the Vendor shall be solely responsible and liable for the safety, injury, and health of its Workers during the performance of this Contract. The Vendor shall establish a safety and health program that it manages for workplace safety and health to reduce injuries, illnesses and fatalities by systematically achieving compliance with OSHA standards and its General Duty Clause. The program must be appropriate to conditions in the workplace, such as the hazards to which employees are exposed and the number of employees present. Vendor is solely responsible for training its employees and monitoring its employees' compliance with the program. Nothing herein shall be construed to create a duty in the Customer or DIR to monitor, inspect or report on the safety practices of any Worker, or their compliance with Vendor's safety program. D. Section 12. No Solicitation of State Employees is hereby replaced in its entirety as follows: A. Vendor shall not solicit, directly or indirectly, any employee of DIR who is associated with this Contract for a period of 90 calendar days following completion of the Contract. Further, Vendor shall not solicit for a period of 90 days following completion of the SOW, directly or indirectly, any employee of a DIR Customer who has participated in any projects on which the Vendor's Workers have been assigned. B. DIR and its Customer agree not to solicit employees of the Vendor, during the term of the appropriate Work Order and for a period of 90 calendar days thereafter. C. The foregoing restriction shall not apply to any employment through means of advertisement, job postings, job fairs and the like and any employment where the individual has made the initial approach. E. Section 13. State Ownership of Work Product is hereby replaced in its entirety as follows: Vendor and Customer acknowledge and agree that any and all analyses, evaluations, reportsI memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Vendor for any DIR Customer pursuant to a SOW, including all such developments as are originated or conceived during the term of this Contract but are completed or reduced to writing thereafter (the "Work Product") will be and remain the exclusive property of DIR's Customer. For those DIR Customers without statutory authority to own such work product, DIR shall do so on their behalf. All rights, title and ownership interests, including copyright, which Vendor and all Workers may have in any Work Product or any tangible media embodying such Work Product are hereby assigned to DIR's Customer or, in those cases where the Customer does not have the authority, to DIR. Vendor, for itself and on behalf of its Workers, waives any property interest in such work product. Nothing herein shall prevent Vendor from providing services for Page 11 of 12 DIR Contract No. DIR-SDD-95I Vendor Contract No. others using Vendor's Pre -Existing Works so long as Vendor does not breach its obligation under this Agreement. This Contract is executed to be effective as of the date of last signature. Idea Integration Corp. Authorized By: Name: Title: Date: The State of Texas, acting by and through the Department of Information Resources Authorized By: Name: Cindy Reed Title: Deputy Executive Director ®perations &Statewide Technology Sourcing Date: Legal: Page 12 of 12 M STATEMENT OF WORK (SOW) FOR DELIVERABLES -BASED INFORMATION TECHNOLOGY SERVICES DIR Customer Name DATE Appendix C Statement of Work (SOW) for Deliverables -Based Information Technology Services (DBITS) Contract Project Name Technology Category Customer Name 1. Introduction Describe the deliverables -based services to be delivered and the characteristics of the deliverables at a summary level. The statement of work (SOW) is unique and distinct for each project. 2. Background Explain why the Customer is contracting for this deliverables -based service. Provide useful information regarding the Customer organization, project history, future plans or any other relevant information regarding the work to be performed. 3. Scope Sample Content 3.1 Project -Based Services • Scope of work • Project risks, assumptions and constraints • Roles and responsibilities Detailed description of deliverables • Acceptance criteria • Project completion criteria • Project schedules to be achieved by vendor • Relevant quality processes that will apply, such as change management, acceptance, and risk and issue management 3.2 Outsourced Services • Scope of services to be delivered • Acceptance criteria • Service -level objectives • Key performance indicators • Service -level agreements (SLAs) • Service -level management 4. Deliverables 4.1 Sample Content Page 2 Appendix C Statement of Work (SOW) for Deliverables -Based Information Technology Services (DBITS) Contract Project Name Technology Category Customer Name (Example — at a minimum, Customers should consider the following items when developing their SOW) • Deliverables must be provided on the dates specified. Any changes to the delivery date must have prior approval (in writing) by the Customer contract manager or designate. • All deliverables must be submitted in a format approved by the Customer contract manager. • All deliverables must have acceptance criteria established and a time period for testing or acceptance. • If the deliverable cannot be provided within the scheduled time frame, the Vendor is required to contact the Customer contract manager in writing with a reason for the delay and the proposed revised schedule. The request for a revised schedule must include the impact on related tasks and the overall project. • A request for a revised schedule must be reviewed and approved by the Customer contract manager before placed in effect. Contract Terms and Conditions may dictate penalties, costs, and other actions based on the facts related to the request for a revised schedule. • The Customer will complete a review of each submitted deliverable within specified working days for the date of receipt. A kickoff meeting will be held at a location and time selected by the Customer where • the Vendor and its staff will be introduced to the Customer. 5. Reports and Meetings Sample Content (Example — at a minimum, Customers should consider the following items when developing their SOW) • The Vendor is required to provide the Customer contract manager with weekly written progress reports of this project. These are due to the Customer contract manager by the close of business on the specify day each week throughout the life of the project Page 3 Appendix C Statement of Work (SOW) for Deliverables -Based Information Technology Services (DBITS) Contract Project Name Technology Category Customer Name • The progress reports shall cover all work performed and completed during the week for which the progress report is provided and shall present the work to be performed during the subsequent week. • The progress report shall identify any problems encountered or still outstanding with an explanation of the cause and resolution of the problem or how the problem will be resolved. • The Vendor will be responsible for conducting weekly status meetings with the Customer contract manager. The meetings will be held on specify day of each week - at a time and place so designated by the Customer contract manager - unless revised by the Customer contract manager. The meetings can be in person or over the phone at the discretion of the Customer contract manager. 6. Service Level Agreement The items listed below are suggestions for areas to be considered for service levels and incorporated into the SOW service level agreement. • Achievement of Budget Goals (total and subtotals) • Achievement of Schedule Goals (final and interim) • Security (as defined by customer) • Quality (as defined by customer) • Availability (data, system, and components) • Performance (transmission, response, or completion times) • Meantime to Resolution (MTR) • Business Continuity • ISO/ANSI standards • IEEE standards • Required communications (meetings, reports, calls, emails) • Required documents (plans, estimates, schedules, analyses) • Degree of accuracy of estimates (schedule, budget, resources, total) • Effective risk management and response (adherence to plans) • Effective scope management and change control (adherence to plans) • Data quality (fitness for use, accuracy, precision, completeness) • Ad hoc query response (usually written in terms of averages) • Reliability (queries generate same valid results) • Consistency (calculations and definitions are consistent regardless of source or function) • Acceptable usage (query controls) • Correct mapping of old to new (no functions or data lost that were not planned to retire) • Previous software, system, or service retired on time 7. Period of Performance Specify the period of performance in which the Vendor will conduct and complete the work associated with the SOW. Page 4 Appendix Co Statement of Work (SOW) for Deliverables -Based Information Technology Services (DBITS) Contract Project Name Technology Category Customer Name 8. Invoices Describe the Vendor's responsibilities for invoicing Customer including invoice content, frequency/schedule and instructions for submitting invoices. Payments will be made in accordance with Appendix A of the DIR-SDD-TMP-115 Contract. 9. CustomerNendor-Furnished Equipment and Work Space Specify what equipment and/or work space the Customer will provide or the expectations of what the Vendor will provide. 10. Additional Customer Terms and Conditions List any additional terms and conditions required by the Customer. Customers may negotiate the terms and conditions of a SOW to suit their business needs so long as the SOW terms and conditions do not conflict or weaken the DIR master contract. 11. Vendor Response Sample Content (Example — at a minimum, Customers should consider the following items when developing their SOW) • All written deliverables must be phrased in terms and language that can be easily understood by non -technical personnel (e.g., laypersons without subject matter expertise) • All document deliverables must be in formats (hard copy and electronic) as specified by the Customer - at a minimum, the formats must be in industry accepted standards (e.g., MS Word, MS PowerPoint, MS Project) • The Vendor must demonstrate its knowledge and expertise of the environment (e.g., platforms, software, applications, network, tools, etc.) for which work is to be performed • All items of this agreement shall be done in accordance with the Service Level Agreement. Sample Content • Agreement to confidentiality and legal statements • Vendor staff capabilities specific to this SOW: o Organization chart o Management team resumes o Key personnel resumes • Vendor's services capabilities: o Outline of capability to deliver the required services, including process, functional and technical expertise o Agreed -on SOW for deliverables -based services Page 5 Appendix C Statement of Work (SOW) for Deliverables -Based Information Technology Services (DBITS) Contract Project Name Technology Category Customer Name o Project plans for project services or transition • Project management plan addressing the tasks specified in the SOW 12. Pricing The main purpose of this section is to detail the pricing for the deliverables -based services. Vendors should also provide a summary of any assumptions and exclusions. DIR strongly suggests that Vendors be required to provide hourly rates as a point of reference for the Customer when evaluating the pricing submitted for the SOW. 13. Response Submission Requirements Sample Content • SOW schedule of events: deadline for questions, deadline for answering questions, response due date • Address for response submission • Number of copies • Mandatory response contents Page 6 EXHIBIT D Idea Integration - MF Migration Professional Services Deliverable Approval Form Friday, 30 April 2010 By signing this form, the client representative identified below confirms receipt and acceptance of the Idea Integration - MF Migration Professional Services deliverable(s) listed. Deliverable(s): sign off - migration complete Client Representative: Dan Allen, PMP Title: ITS Senior Manager Signature: Acceptance Date: Client Representative. Mark Deboer Title: ITS Senior Manager Signature: Acceptance Date: Client Representative: Mai Tran Title: IT Solutions Asst. Director Signature: Acceptance Date: 9 CITY SECRETARY IF , WORTH., TX Idea Integration — MF Migration Professional Services Deliverable Approval Form Friday, 30 April 2010 By signing this form, the client representative identified below confirms receipt and acceptance of the Idea Integration — MF Migration Professional Services deliverable(s) listed. Deliverable(s)a Client Representative: Title: Signature: Acceptance Date: Client Representative: Title: Signature: Acceptance Date: Client Representative: Title: Signature: Acceptance Date: Analysis 8 Design —Work lists -Data Migration — transfer scripts -Code Migration — error code identified -Interfaces — special requirements planned -Training - complete -Installation - complete Dan Allen, PMP ITS Senior Manager Mark Deboer ITS Senior Manager Mai Tran IT Solutions Asst. Director Idea Integration — MF Migration Professional Services Deliverable Approval Form Friday, 30 April 2010 By signing this form, the client representative identified below confirms receipt and acceptance of the Idea Integration — MF Migration Professional Services deliverable(s) listed. Code Migration -complete Deliverable(s): -Transition Mentoring — FTW testing in process Client Representative: Dan Allen, PMP Title: ITS Senior Manager Signature: Acceptance Date: Client Representative: Mark Deboer Title: ITS Senior Manager Signature: Acceptance Date: Client Representative: Mai Tran Title: IT Solutions Asst, Director Signature: Acceptance Date: Idea Integration — MF Migration Professional Services Deliverable Approval Form Friday, 30 April 2010 By signing this form, the client representative identified below confirms receipt and acceptance of the Idea Integration — MF Migration Professional Services deliverable(s) listed. Data Migration —first round complete -Code Migration - >60% complete Deliverable(s): -Interfaces (FTP) - complete Client Representative: Dan Allen, PMP Title: ITS Senior Manager Signature: Acceptance Date: Client Representative: Mark Deboer Title: ITS Senior Manager Signature: Acceptance Date. Client Representative: Mai Tran Title: IT Solutions Asst. Director Signature: Acceptance Date: DATE: SOFTW 4/27/2010 REFERENCE NO." C-24192 LOG NAME: 0 FOCUS SOFTWARE CODE: C TYPE: NON -CONSENT PUBLIC HEARING: NO SUBJECT: Authorize a Software License and Maintenance Agreement with Micro Focus (US), Inc., Using United States General Services Administration Contract for an Amount Not to Exceed $110,295.00 and Professional Services from Idea Integration Corporation Using Texas Department of Information Resources Contract for an Amount Not to Exceed $195,000.00 to Convert and Migrate Applications and Data Off of the Mainframe for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize a software license and maintenance agreement with Micro Focus, (US) Inc., using United States General Services Administration Contract No. GS-35F-0168V for an amount not to exceed $110,295.00 and professional services from Idea Integration Corporation using Texas Department of Information Resources Contract No. DIR-SDD- 957 for an amount not to exceed $195,000.00 to convert and migrate the City's mainframe applications and data that are not related to Enterprise Resource Planning off of the mainframe for the Information Technology Solutions Department, to be paid for from the Information Systems Fund, for a total amount not to exceed $305,295.00 for the purchase of software licensing, maintenance and professional services using these two existing government contracts. DISCUSSION: The Information Technology Solutions Department (ITS) will use these Agreements to secure software and services to support the City's mainframe migration project. These Agreements will provide for conversion of existing applications and data that are non - Enterprise Resource Planning (ERP) related to be removed from the mainframe and converted into a Windows environment so that City staff can still access the data if needed for historical purposes. The project is intended to decommission the mainframe in stages during all implementation phases of the ERP project. Each decommission will reduce the overall cost of maintaining the mainframe. The applications that will be converted are: Non-ERP applications: 1. City Secretary; 2. TPW-Light and Signal; 3. TPW-General Services for Signs; 4. TPW-Building Maintenance; 5. Parks and Community Services; 6. Environmental-Trash/Landfill; 7. Housing; and 8. Equipment Services (active inquiries of historical data). Non-ERP applications relating to Public Safety: i. Emergency Management; 2. Police (active inquiries of historical data); http://apps.cfwnet.org/council�acket/mc_review.asp?ID=13380&counaldate=4/27/2010 (1 of 3) [4/27/ZO10 2:54:27 PM] M&C Review 3. Fire (active inquiries of historical data); 4. Code Compliance (active inquiries of historical data); 5. Municipal Court (active inquiries of historical data); and 6. Municipal Court/Jury Services. In an effort to minimize the costs for this project, staff recommends using Idea Integration Corporation (Idea Integration) for the services for this Agreement. Idea Integration is a partner and authorized reseller of Micro Focus, (US) Inc., products. The first agreement shall be for procurement of software from Micro Focus, (US) Inc., using existing United States General Services Administration (GSA) Contract No. GS-35F-0168V and the second agreement shall be for professional services from Idea Integration Corporation using existing Texas Department of Information Resources (DIR) Contract No. DIR-SDD-957. The Information Technology (IT) Sourcing Initiative will have no impact on this project. State law provides that a local government purchasing an item under a DIR Contract satisfies state laws requiring that the local government seek competitive bids for purchase of the item. DIR contracts have been competitively bid to increase and simplify the purchasing power of local government entities. The E-Government Act of 2002 authorized GSA sales of technology products and services to state and local governments. Procuring goods and services through this cooperative purchasing program satisfies otherwise applicable competitive bid requirements. ADMINISTRATIVE INCREASE - An administrative amendment or increase may be made by the City Manager to either Agreement for an amount up to $25,000.00 per Agreement and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS -The software maintenance Agreement may be renewed in accordance with the terms of the GSA contract. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term. M/WBE - A waiver of the goal for MM16E subcontracting requirements was requested by the Information Technology Solutions Department for both Agreements and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. TO Fund/Account/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: FROM Fund/Account/Centers PI68 539120 0045000 Karen Montgomery (6222) Peter Anderson (8781) Mai Tran (8858) .00 305 295 http://apps.ciwn�.org/council,�adcetjmc_review.asp?ID=13380&counaldate=4/27/2010 (2 of 3) [4/27/Z010 2:54:27 PM]