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HomeMy WebLinkAboutContract 36690 CITY SECRETARY CONTRACT NO. RECEIVED 1 JAN 3 E 2008 SERVICES AGREEMENT This SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Client"), 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 MCM Technology, LLC, ("Consultant" or "MCM") a Delaware corporation and acting by and through TtoMkS A. -3AAits duly authorized Vle- i'RE5o)EN The Contract Documents for this Agreement shall consist of the following: A. This Service Agreement B. Exhibit A-1 to the Professional Services Agreement(PSA) - Pricing C. Exhibit A-2 to the PSA—Project Payments and Milestones D. Exhibit A-3 to the PSA—Statement of Work E. Exhibit A-4 to the Statement of Work—Milestone Attainment Document F. Exhibit B—Limited Access Agreement In the event of a conflict between the documents, the order of precedence shall be (1) this Services Agreement, (2) the Statement of Work, (3) Project Payments and Milestones, (4) Pricing. All documents listed above are attached hereto and made a part of this Agreement for all purposes. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of implementing efficient business work flow processes for asset and work order management responsibilities. Such services being more specifically set forth in the Statement of Work attached hereto as Exhibit A-3 and incorporated for all purposes incident to this Agreement. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of implementation and acceptance, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $24,750.00 in accordance with the provisions of this Agreement, and the Pricing and Project Payment and Milestones as set forth in Exhibits A-1 and A-2. Consultant shall not perform any additional services for the City not specified by this Agreement Ness the City requests and approves in writing the additional costs for such services. The Ci shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. Services Agreement Page Iof8 Er!` 02-28-08 A11 :55 � pUSI� Gu 1N 4. TERMINATION. 4A. 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-appropriation of Funds. 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 exx ept as to the portions of the payments herein agreed upon for which funds shall een appropriated. iYAV— 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 as of 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 and proposed services with respect to the Scope of Services to be provided 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 reasonably believed to have been compromised. If the City is required to disclose any documents that may reveal any Consultant proprietary information to third parties under the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"), or by any other legal process, law, rule or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary/ Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be Services Agreement Page 2 of 8 i i.. decided by the City, but by the Office of the Attorney General of the State of Texas. 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. 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 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 ANYAND 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 Services Agreemwid Page 3 of 8 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. Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so, City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either; (a) procure for City the right to continue to use the software; or (b) modify the software to make it non-infringing, provided that such modification does not materially adversely affect,City's authorized use of the software; or(c) replace the software with equally suitable, compatible, and functionally equivalent non-infringing software at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. This Agreement and the rights and duties hereunder shall not be assignable by CLIENT or by MCM except upon the written consent of the other party. Neither party shall unreasonably withhold consent of assignment. Notwithstanding the foregoing, MCM may assign this Agreement and the rights and duties hereunder to any of its affiliates or any entity that acquires a majority interest in its ownership upon sixty(60)days notice to CLIENT. 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 accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per accident $100,000 Property Damage Coverage shall be on any vehicle used by the Consultant, its employees, Services Agreement Page 4 oj8 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 accidentloccurrence $100,000 Disease- per each employee $500,000 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-E&O) $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 Certificates. 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. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 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. Such terms shall be endorsed onto Consultant's insurance policies. 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. Services Agreement Page 5 of 8 -— - 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: To CONSULTANT: City of Fort Worth/IT Solutions MCM Technology, LLC 1000 Throckmorton 3510 Vann Road, Suite 105 Fort Worth TX 76102-6311 Birmingham,AL 35235 Facsimile: (817) 392-8654 Facsimile: (205)655-5605 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally 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. 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. Services Agreement Page 6 of 8 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of 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. CONSTRUCTION. 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. 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. Services Agreentent Page 7 of 8 IN WITNESS HERO , the parties hereto have executed this Agreement in multiples this TJ day of 20Cf.. CITY OF FORT WORTH: MCM TECHNOLOGY, LLC ' 4&J. / By. v Karen L. Montgomery �44- 0 (/ Name: TikjrnA-s A_ 3ARTF'5 Assistant City Manager/CFO Title: VICx, PRs-s i >e-Nr AT T: ATTEST: By: City Secreta BY' APPROVED AS TO FORM AND LEGALITY: ByL6"4Z,. Assistant Uty Attorney M&C: Nqvt1 Date Approved: Services Agreement Page 8 of 8 T. ' 'SNS YEN. MCM Technology Toil Free: (877)626-6156 3610 Vann Road,Suite 105 Fax: (205)655-5605 Birmingham,AL 35236 Exhibit A-1: Pricing www.mcmtechnology_com Proposed to: City of Fort Worth Date: Dec.7,2007 Bryan Jennings Sales Rep: Murray Shaw 161611th Street Engineer: Jon Campbell Fort Worth,TX Expiration: Feb.29,2008 Bryan.Jennings(a)fortworthciov.orct *All pricing Is quoted in U.S.dollars fi DRsei ?o. " OD iKP� a2E105s4'ice Gf otal> = Professional Services charged per man day unless specified otherwise MCM-ITS-PRA Business Process Review and Assessment $ 2,000.00 $ 1,800.00 F-31 $ 5,400.00 Process and Personnel Analysis MCM-ITS-PM Project Management $ 1,800.00 $ 1,600.00 Q $ 1,600-00 MCM-ITS-DOC Project Analysis and Documentation $ 1,800.00 $ 1,600.00 $ 1,600.00 • Training Cirriculum • Work Flow Documentation • Training Cheat Sheets MCM-ITS-TRN User Training $ 1,800.00 $ 1,600.00® $ 6,400.00 MCM-ITS-REP Custom Report Creation(per hour) $ 275.00 $ 250.00® $ 1,000.00 • Cusom reporting requirements • Introduction to Report Writing MCM-ITS-DEV Custom Development(per hour) $ 275.00 $ 250.00 r2r, $ 6,250.00 • Re-banding Upload Toot • Custom Label Printing from Asset module MCM-ITS-EXP Travel&Living Expenses(per man day) $ 600.00 $ 500.00 $ 3,500.00 �xpense�Subtotal. MCM-INCENTIVE Existing Client-Partnership Discount $ (1,000.00) —Attention Contracting— Taxes are not included in pricing,and would be additional,if applicable. Please reference the following"remit to"address on your Purchase Order: Corporate information Address MCM Technology,LLC MCM Technology,LLC A Delaware LLC 3510 Vann Road Tax ID 0 06.1649467 Birmingham,Alabama 35235 Phone-205-655-8949 Fax 205-655-5605 Exhibit A-2: Project Payments and Milestones Pricing and Invoicing Client agrees to the payment terms as set forth by MCM Technology, detailed below: Description Amount Due Payment#1 Business Process Review $ 5,400.00 Project Management $ 1,600.00 Travel&Living Expenses(100%) $ 3,500.00 Total $10,500.00 Upon Execution of this document Payment#2 Professional Services Custom Development $ 6,250.00 Custom Report Creation $ 1,000.00 Project Analysis and Documentation $ 1,600.00 Total $8,850.00 Upon Completion of Milestone 2 Payment#3 Professional Services $ 6,400.00 User Training Less Existing Client Discount ( 1,000.00) Total $ 5,400.00 Upon Completion of Milestone 3 Total Project Cost $24,750.00 FIRM COST The costs for this project are firm prices through the expiration date on the proposal and will not vary relative to MCM completing the project as defined in the Statement of Work(SOW). Any additional hardware, software,or services required by the Client must be negotiated and quoted separately. Exhibit A-3 WS OR 3 hn .oa. Tic c��� . . Statement of Work City of Fort Worth Comm SHOP 360: Business Process Review User Training Ir , 51QL'1�1 qr� �� I� EY' City of Fort Worth Statement of Work Table of Contents I. Executive Summary 11. Project Scope Deliverables Project Timeline III. Engagement Assumptions IV. Implementation Methodology SECTION 1 —Pre-Implementation Tasks SECTION 2—Business Process Review and Assessment SECTION 3—Documentation SECTION 4—Training V. Project Financials and Project Milestones Project Deliverables and Sign-off • Review completed deliverables with client project lead • Obtain project sign-off on all deliverables • Review and identify Warranty period and beginning of Maintenance period Expenses and Additional Costs New Requirements: Enhancements,Training, or Other Services 1. EXECUTIVE SUMMARY MGM Technology (MCM) develops, sells, and supports an all encompassing Asset Management Enterprise software application designed specifically to track and record life-cycle activities of Assets from Acquisition to Disposition. CommSHOP 360 is a multi-user management solution that accumulates and maintains data to assist in the management of serialized and/or capitalized assets, while maintaining real-time control of the asset's location, condition, and historical movement. MCM Technology Page 2 1/2912008 City of Fort Worth Statement of Work The system also has an integrated state-of-the-art Work Order management system that tracks consumable inventory usage, manages and reports on labor usage, and compiles revenue and expense management data. The City of Fort Worth, hereinafter known as "CLIENT" and MCM agree that MCM will provide software and services as outlined in this Statement of Work (SOW). MGM Technology Page 8 1129/2008 �Uo Y1,iu'1' ��J IIS ��G1�a City of Fort Worth Statement of Work 11. PROJECT SCOPE MGM will provide software programs and services that meet all the requirements listed in this Scope of Work. Deliverables The following are the project deliverables as defined: 1. Business Process Review and Assessment (3 days) a. Review current business processes with CLIENT Subject Matter Experts (SMEs) b. Identify data entry points for MCM within each process c. Define key personnel roles/responsibilities within MCM Solution d. Develop written documentation of current processes and new MCM integrated business processes/workflows 2. Documentation (2 days) a. Create and deliver visual diagrams of documented business processes/workflows b. Create customized training materials to address MCM data entry points within the documented workflows 3. Training (4 days) a. Deliver training sessions on-site 4. Custom Report Creation (4 hours) a. This is an allowance for the MCM Team to create additional Reports as needed for the CLIENT staff 5. Re-banding Tool Upload—Custom Development(20 hours) a. This is an allowance for the MCM Team to make selected developmental adjustments, which could include an Upload Tool for additional asset data during the Re-banding project. b. Custom Label printing from within Asset module. The ability to have multiple (# of labels TBD) labels available to choose from for printing to a customer supplied bar code printer. MCM Technology Page 4 1/29/2008 City of Fort Worth Statement of Work Project Timeline MCM proposes to begin the implementation process, as described in this document, within 90 days of the contract award. MCM proposes to complete the implementation of the system within 90 days of the start date of the project. MCM Technology Page 5 1/29/2008 5 i x City of Fort Worth Statement of Work III. ENGAGEMENT ASSUMPTIONS The following assumptions apply to this engagement: ■ CLIENT will identify a resource prior to commencement of this initiative to serve as the project manager to whom MCM will transfer knowledge. ■ CLIENT SME's will be available on an as needed basis to support the project objectives and deliverables. ■ MCM is solely responsible for MCM project staffing. • MCM agrees to sign all non-disclosure agreements, as necessary. • Changes to the scope of the contract including but not limited to, expanding the area of responsibility, enhancement requests, or a change of work location, will be negotiated. ■ Work will be performed at the CLIENT's or MCM's facility as deemed appropriate. ■ The CLIENT will provide MCM personnel with the appropriate facilities necessary to complete the defined scope of work in time frames that support the project. Facilities include but are not limited to: • Pentium Workstation • Suitable office or work space to perform project duties • Telephone • Facility/Security Access Badges • E-mail or ability to access outside systems Network/Peripherals Access • MCM will not be responsible for delays caused by the unavailability of CLIENT personnel, or other events beyond its control (e.g. malfunctioning infrastructure elements, delays of input data), as these delays could directly impact end-date deliverables. • CLIENT will provide MCM with all workstations to be configured upon arrival for commencement of the project. ■ MCM will provide CLIENT with status reports reflecting accomplishments, issues and recommendations, and planned accomplishments for the next reporting period. Status reports will be presented on an as-needed basis during a milestone period and at the end of each milestone. MCM Technology Page 6 1/29/2oo8 City of Fort Worth Statement of Work IV. IMPLEMENTATION METHODOLOGY SECTION 1 -PRE-IMPLEMENTATION TASKS Contract Sinned - Introduction Call 1. Defining Project Roles and Responsibilities The goal of this engagement is to increase the level of efficiency in the use of the CLIENT's existing MCM CommSHOP 360 application through extensive business process analysis and specified training sessions that will provide the most value for CLIENT over the long term. For this project MCM will provide a team of skilled professionals who possess specific industry knowledge, technological proficiency, project management excellence, and dedication to the goals and objectives of the engagement. City reserves the right to request, and MCM agrees to remove any MCM personnel that are not performing to the satisfaction of the City. MCM Roles and Responsibilities Project Manager/Lead Management Consultant The project manager/lead management consultant has overall responsibility for the activities of the project. This individual possesses the ability to lead complex projects to a successful completion. This senior member of the team will be experienced with MCM Technology solutions and services. Installation Specialist The Installation Specialist has overall responsibility for the required system set-up or adjustment, and preparation for system training. Subject Matter Expert(SME) Individual(s) responsible for any system modifications per contract. Trainer Individual(s) responsible for end-user training on the MCM system during specified training sessions. Customer Service Representative (CSR) Individual(s) responsible for support of the MCM system Business Process Improvement/Change Management Consultant Individual(s) skilled in analysis of current CLIENT business processes — interface with MCM Technology processes — changes required for successful implementation of MCM software. MCM agrees that it will abide by the CLIENT's Change Management process in making any changes to the CLIENT's network system. The MCM Technology Page 7 1/29/2008 City of Fort Worth Statement of Work Client's standard Change Management policy is available upon request. No changes shall be implemented without final written authorization from the CLIENT Project Lead. **Multiple roles may be filled by a single MCM Implementation Professional 2. MCM Project Team Assignment MCM will assign personnel to the project based on MCM staff availability and skill sets required. A Project Manager (PM) is generally assigned to the job during the sales process, but MCM reserves the right to assign a different PM to the project after contract execution based on availability. 3. Define/Help organize CLIENT Project Team CLIENT Responsibilities Essential to the success of this engagement is the close participation and involvement of CLIENT personnel. Regardless of MCM's level of expertise and experience in this area, the cornerstone of this initiative is CLIENT's knowledge of its own business and operational management requirements. The project approach centers itself on the identification and analysis of processes and requirements that no one knows better than the CLIENT. The CLIENT must identify a project manager who will interface with MCM as a point of contact for project activities. The CLIENT project team will usually consist of one or more personnel for the following defined project"roles": o Project Leader o IT Contact o SMEs(Subject Matter Experts) Based on the project requirements and complexity, the MCM project manager will assist in defining these roles and if any additional roles are needed. MCM Technology Page 8 1/292008 City of Fort Worth Statement of Work MCM Technology Page 9 1/29/2008 City of Fort Worth Statement of Work Pre-Implementation Tasks Review and Assignment 9. Development and Testing of Custom Development New application development includes the addition of new software features, functionality, and integration points not included in the existing MCM system platform. Development time is quoted on a per-hour basis and will include time for project design, coding, and testing. The following is a list of any custom development requirements defined for this implementation. Separate specification documentation will be developed and agreed upon where required. Custom Development Descr�pttoh _ _ Hours Target Date: Asset Upload/Update Tool (Rebanding) 20 TBD Multiple Asset bar code label printing 5 TBD 2. Identify Custom Report Development Custom report creation includes the creation of specific custom database reports that the client requires going forward with the MCM system. A Report Writer was licensed to the client with the original purchase of the MCM system. CLIENT staff may choose to write their own custom reports as desired. The following is a list of custom reports that have been identified and included within the scope of this implementation. Descry tion of Re ort - Motes Y` 3 - F1o,urs - P p TBD Allocated for reports TBD 4 MCM Technology Page io 1/29/2008 City of Fort Worth Statement of Work SECTION 2-- Business Process Review and Assessment The Business Process Review and Assessment is geared toward assessing Process Flows of the organization. This Assessment depicts how the client currently operates their Business on a day-to-day basis. The goal upon the conclusion of the Assessment is to identify standard processes, and to evaluate operational efficiencies within the current business environment. MCM will work with the client's project team during assessment and report all findings upon completion. The scope of this engagement will include graphically documenting the business work-flow. A. Review current business processes with CLIENT SMEs The MCM Business Analyst(s) and the CLIENT project team will meet (on-site) and will work together to identify the current Asset Management and Work Order/ Service Maintenance processes. In this activity, we will explore the following topics: • Asset management o Discuss how asset data is currently maintained • Who does it? • When is it done? • Bar code labeling processes • Rebanding specific processes o Are there Processes in place to assure data is collected and maintained properly? o Discuss Reporting Requirements o Discuss Reporting Goals • Work Orders/ Maintenance o Discuss current processes for tracking work performed. Examples: • In-Shop Repairs • Vehicle Installs/Removals • Field Service • Infrastructure Maintenance ■ Warranty/Depot Repair Tracking It Rebanding specific processes o Discuss Reporting Requirements o Discuss Reporting Goals MCM Technology Page 11 1/29/2008 City of Fort Worth Statement of Work • Parts Inventory o Discuss current processes for tracking Parts Inventory ■ Who does it? ■ Are we tracking on-hand counts for stocked items? ■ How are the on-hand counts maintained? o Discuss Reporting Requirements o Discuss Reporting Goals B. Identify Data Entry points for MCM within each Process • Discuss how MCM is currently being used in these processes o Asset Data Management ■ Who is responsible for entering new assets into MCM? ■ Who is responsible for maintaining asset records in MCM? • Are there any points in the process where asset data is not recorded in MCM? • Identify the goals—What is required? What do we want to do? • What are the challenges? How do we overcome them to reach our goals? o Work order creation • Who does it? • When is it done? • Identify the goals—What is required? What do we want to do? • What are the challenges? How do we overcome them to reach our goals? o Labor/Time tracking • Identify the goals—What is required? What do we want to do? • Are we tracking labor time against every tech and job performed at a basic level? ■ Do we need to breakdown the time into more specific activities? ■ What are the challenges? How do we overcome them to reach our goals? o Parts recording ■ Identify the goals—What is required? What do we want to do? • Are we recording parts usage on every job? MCM Technology Page 12 1/29/2008 City of Fort Worth Statement of Work ■ Is the inventory database maintained regularly to insure part numbers are entered and available to be used? • What are the challenges? How do we overcome them to reach our goals? o Open Work Order monitoring and review ■ Are we reviewing open work orders to assure timely completion of service requests? • What tools are available to assist in monitoring work in progress? • Who is responsible for following up on the entry and completion of work orders? • Discuss work order status changes from start of job through completion o Work order review and posting to history ■ Who is reviewing the completed work orders to assure data is being entered correctly? ■ Who is closing and posting the work orders to history? • Identify processes that do not currently utilize MCM • Integrate MCM further into the processes and CLIENT operations o Review MCM features currently not being utilized o How does the tool best fit the CLIENT operations and processes: ■ How can the tool improve the processes? ■ What processes need to be changed to accommodate"best practices" employed by the tool? • Where does the tool need to be flexible to handle existing CF'W processes? MCM Technology Page 13 1/29/2008 City of Fort Worth Statement of Work C. Define key personnel roles/responsibilities within MCM Solution o Based on the discussion in the previous activity (Section 2— B), list out the user groups and roles (Examples: Technicians, Inventory clerks, Management team) o List the responsibilities for each group of personnel o From a management perspective, discuss how to implement any new responsibilities: What are the challenges? ■ How do we overcome them to reach our goals? D. Develop written documentation of current processes and new MCM integrated business processes /workflows o Following the initial review sessions, MCM will provide the CLIENT with written documentation of the processes discussed during these sessions. This will be in the form of a MS Word document that will be sent via email to the CLIENT project lead. o The CLIENT project lead will review the documentation to assure that the information is correct. o Once the written processes have been reviewed and finalized, MCM will develop Visio flow diagrams for each of the processes. o The finalized written processes and the Visio diagrams will be provided to the CLIENT project lead in electronic format via email. o The CLIENT Project Lead will review and provide final authorization and approval (as deemed appropriate) of all Change Management documentation. MCM Technology Page 14 1/29/2008 City of Port Worth Statement of Work SECTION 3 - Documentation Project analysis and customized documentation will be provided in conjunction with User Training and Implementation wrap-up. This includes Work Plow documentation, customized training material, and any other client-specific analysis and documentation required to complete the project. A. Create and deliver visual diactrams of documented business processes/workflows o As mentioned in the previous section, written processes and Visio workflow diagrams will be provided to CLIENT in electronic format after the initial review sessions. These documents will be delivered before the training begins. B. Create customized training materials to address MCM data entry points within the documented workflows o MCM will provide a written training curriculum in MS Word format to the CLIENT project lead prior to the training sessions (Site visit#2). This curriculum will list the topics to be covered within each session and any training exercises that that will be given. o MGM will provide training documents for use in the sessions. There will be separate documents for each module that will contain screen shots of the software with written descriptions of the commonly used fields. o MCM will also provide worksheets for training activities. **All Training materials will be provided as handouts in printed form. Any of the documentation can be delivered in PDF format,if desired. MCM Technology Page 15 1/29/2008 City of Fort Worth Statement of Work SECTION 4 -TRAINING User Training is done by Application module generally offered to groups of personnel that perform similar tasks. All areas of the solution that pertain to the CLIENT processes will be covered, using real-life examples. System training and new Work Flow Processes based on new or revised Business Processes will be integrated and covered in detail. At the end of organized group training, CLIENT personnel are able to return to their work stations and continue to use the MCM system within the context of how they run their business. 1. Training Schedule The training schedule will be set by the MCM Project Manager and the CLIENT Project Lead(s). This schedule should take into consideration the availability of key personnel and their schedules. The schedule is generally made up of multiple sessions that cover the same topics, so that small groups of personnel can be trained at different times, without affecting the CLIENT's normal workload and staffing capabilities. A training schedule document will be developed prior to the training sessions and agreed on by both parties. Sample Training Schedule Typically, there will be afternoon and morning sessions scheduled, for example: • Morning Session: Power User training — all modules as needed (approx 2 hours) • Morning Session: Work Orders and Assets Training (approx. 2 hours) • Afternoon Session: Power User training — all modules as needed (approx 2 hours) • Afternoon Session: Work Orders and Assets Training (approx. 2 hours) During the engineering phase of the project, the project team will determine what groups are to be trained and for which modules and functions these groups will need specific training. The training schedule will be set at this time. 2. Access to Standard Manuals and Documentation MCM provides online training documentation within the application that can be accessed from the Help menu. A printed copy of the manual in PDF format is also included on the server under the installation folder in a "Help" folder. MCM Technology Page x6 1/29/so08 City of Fort Worth Statement of Work 3. Custom Training Materials During the course of the project, the MGM Training Team will develop customized training documents to be used during the training sessions. 4. Training Methodology/Teaching Methods MCM offers a variety of teaching methods on the core modules of the MCM System, including one-on-one (individual), classroom, and web-based education. The MCM Training Team will tailor the education to fit the number of users, timeframes, and available facilities. Depending on the needs of the CLIENT, MCM normally recommends a combination of the following training methods: • Classroom sessions for group specific training (i.e. Administrators, Technicians, Inventory clerks, etc.) • Hands-on training with users at their work locations Optional Module Training Training on any additional modules outside of the standard core modules, will be addressed separately. Training sessions may take place the same week as core module training, if scheduling permits. Training Locations Classroom training should take place in a centralized training facility where possible. If it is necessary to do classroom training at more than one location, this will be determined and discussed during the engineering phase of the project. Hands-on training for the users is essential and where required, MCM will have the personnel available to schedule times be able at each location. It is recommended that at least one user from each location be trained thoroughly on all aspects of the system that will be needed for that location to operate. This is to allow for cross-training and future basic training needs to be met internally. 5. Project Training Requirements Training sessions will be held for the following MCM core system modules: • Agency • Assets • Work Orders • Inventory • Project Management MCM Technology Page r7 1/29/2008 City of Fort Worth Statement of Work V. PROJECT FINANCIALS AND PROJECT MILESTONES MCM proposes delivering the services detailed in this Statement of Work in the most efficient time line possible. (Dates to be determined) Proiect Deliverables and Sign-off 9. Review completed deliverables with CLIENT project lead As each project deliverable is met, the MCM Project Manager will meet with the CLIENT Project Lead and review the work that has been completed. Any issues related to the completion of any deliverable will be discussed and resolved between the Project Team. 2. Identify and Review Lessons Learned As the MCM Project Manager and the CLIENT Project Lead agree on milestone completion, the teams will meet to identify and discuss any lessons learned that may result from the work. The results of this meeting will be recorded in summary on Exhibit A-4, the Milestone Attainment Document. 3, Obtain project sign-off on all deliverables The attached "Milestone Attainment Document" (Exhibit A-4) will be recognized as the authoritative Document of Record. The "Milestone Attainment Document" (Exhibit A-4) should be signed by the CLIENT Project Lead and the MCM Project Manager to identify milestone completion and acceptance. The CLIENT stakeholders for all project deliverables will provide their approval / disapproval within three business days. if no response is received, MCM will assume approval and acceptance. At such time, MCM Technology will provide notification to the CLIENT Project Lead and subsequently generate an invoice. MCM will invoice CLIENT at the completion of each milestone as defined in Exhibit A-2. MCM Technology Page 18 1/29/2008 City of Fort Worth Statement of Work Expenses and Additional Costs Expense Reimbursement Travel and living expenses are included for the man-days outlined in the sales order. Expenses for any additional days on-site that are required will be negotiated and billed to the customer as agreed upon between MCM and CLIENT. Additional Costs Incurred Additional costs incurred by CLIENT before, during, or after the project that are outside the scope of work detailed in this document will be borne solely by CLIENT. This includes, but is not limited to, cost for the purpose of providing site access, insuring technological compatibility, undertaking hardware upgrades, etc. MCM will not incur or invoice CLIENT for any expenses relating to activities outside of the scope of work, without prior written approval from CLIENT. New Requirements: Enhancements,Training, or Other Services During an implementation, there are potentially new requirements or enhancements that may be discussed which were not included in the original scope of the project. There are a couple of ways that this is generally addressed: A. If there are funds available within the project that can be used, the MCM Project Manager will provide documentation on the new requirements that will be agreed upon by both parties. B. If the funds are not available within the project, a separate Quotation or Change Order will be provided along with documentation on the new requirements that will be agreed upon by both parties. MCM Technology Page ig 1/29/2008 City of Fort Worth Statement of Work Exhibit A-4: Milestone Attainment Document Milestone 1—Execution of Services Contract Milestone 2—Business Process Review/Engineering Completion Date: Submitted by: for MCM Technology Lessons Learned Summary: Concurred: for CLIENT Print Name and Title CLIENT Signature Milestone 3--Documentation, Development and Training Completion Date: Submitted by: for MCM Technology Lessons Learned Summary: Concurred: for CLIENT Print Name and Title CLIENT Signature MCM Technology Page 20 1/29/2008 LIMITED ACCESS AGREEMENT This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and MCM Technology, LLC ("Contractor"). The following statements are true and correct and form the basis of this Agreement: WHEREAS: A. The City owns and operates a file server computer system and network (collectively the "Network"). B. Contractor wishes to access the City's network. C. The Contractor will provide implementation business work flow processes for asset and work order management software. The City is willing to grant Contractor access to the Network, subject to the terms and conditions set forth in this Agreement and in the City's standard outside connections policy, ("Extranet Standard") attached as Exhibit "A" and hereby incorporated by reference and made a part of this Agreement for all purposes herein. NOW, THEREFORE, the City and Contractor hereby agree as follows: 1. GRANT OF LIMITED ACCESS. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing business work flow process for asset and work order management software. The City will provide Contractor with a password and access number or numbers as necessary. 2. NETWORK RESTRICTIONS. 2.1. Contractor may not share any passwords or access number or numbers provided by the City except with Contractor's officers, agents, servants or employees who work directly with this project. 2.2. 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. 2.3. A breach by Contractor, its officers, agents, servants or employees, 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 in addition to any other remedies that the City may have under this Agreement or at law or in equity. 2.4. The City may terminate this Agreement at any time and for any reason. 3. 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 ACTS) OR OMISSION(S) 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. 4. AGREEMENT CUMULATIVE. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. 5. ENTIRE AGREEMENT. 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. 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. 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. 6. CONFIDENTIAL INFORMATION. Contractor, for itself and its officers, agents and employees, 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. 3 7. Right to Audit Contractor agrees that the City shall, during the initial term, 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 Contract. 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, 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. IN WITNESS WHERE F, the parties hereto have executed this Agreement on this -u day of � . CITY OF FORT WORTH: CONTRACTOR:' gy: By: Assistant City Manager Authorized Signature Karen L . Montgomery Printed Name: -ratm ks rci-5 Title: VIDE PPE--S)nc-AT ATT T: ATTEST: By: By: City Secretary APPROVED AS/,TO FORM AND LEGALITY: By: Assistant Ci y Attorney M & C: none required zip IN 4 'S3 � �Gt f, EXHIBIT "A" EXTRANET STANDARD Overview The purpose of this standard is to establish the requirements under which third party organizations may connect to the City of Fort Worth networks for the purpose of transacting City business. The standards listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy. Scope Connections between third parties that require access to non-public City of Fort Worth resources fall under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or Virtual Privacy Network (VPN) technology is used for the connection. Connectivity to third parties such as the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under this standard. Standard Security Review All new extranet connectivity will go through a security review with the Information Security department (IT Solutions). The reviews are to ensure that all access matches the business requirements in a best possible way, and that the principle of least access is followed. Third Party Connection Agreement All new connection requests between third parties and the City of Fort Worth require that the third party and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement must be signed by the Director of the sponsoring organization as well as a representative from the third party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be kept on file with IT Solutions. Business Case All production extranet connections must be accompanied by a valid business justification, in writing, that is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions. Typically this function is handled as part of a third party agreement. The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT Solutions must be informed promptly. Establishing Connectivity Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party are to file a new site request with IT Solutions to address security issues inherent in the project. If the proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization must engage IT Solutions. The sponsoring organization must provide 5 full and complete information as to the nature of the proposed access to the extranet group and IT Solutions, as requested. All connectivity established must be based on the least-access principle, in accordance with the approved business requirements and the security review. In no case will the City of Fort Worth rely upon the third party to protect the City of Fort Worth's network or resources. Modifying or Changing Connectivity and Access All changes in access must be accompanied by a valid business justification, and are subject to security review. Changes are to be implemented via corporate change management process. The sponsoring organization is responsible for notifying IT Solutions when there is a material change in their originally provided information so that security and connectivity evolve accordingly. Terminating Access When access is no longer required, the sponsoring organization within the City of Fort Worth must notify IT Solutions, which will then terminate the access. This may mean a modification of existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective connections on an annual basis to ensure that all existing connections are still needed, and that the access provided meets the needs of the connection. Connections that are found to be deprecated, and/or are no longer being used to conduct the City of Fort Worth business, will be terminated immediately. Should a security incident or a finding that a circuit has been deprecated and is no longer being used to conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to taking any action. Definitions Circuit For the purposes of this policy, circuit refers to the method of network access, whether it's through traditional ISDN, Frame Relay etc. or via VPN encryption technologies. Sponsoring Organization The City of Fort Worth organization that requested that the third party have access to the City of Fort Worth network. Third Party A business that is not a formal or subsidiary part of the City of Fort Worth. 6