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HomeMy WebLinkAboutContract 39102 CITY SECRETARY 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 Hitachi ID Systems Inc. ("Consultant"), a Canadian Corporation and acting by and through Gideon Shoham, its duly authorized president and CEO. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing implementation of Hitachi ID Password Manager (P-Synch) Software. 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, and Exhibit "B" Software License Agreement (City Secretary Contract No. 36203). If there is any conflict between this Professional Services Agreement the Statement of Work, and the License Agreement this Professional Services Agreement shall control. However, the Software License Agreement shall control in the event of any conflict only as it relates to the terms and conditions of use, protection and warranty of the software. 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 September 29, 2009, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $16,200.00 for services and expenses 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-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, 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 FOR® Consultant shall continue to provide the City with services requested by the City and it Professional Services Agreement WORTH, �. �r Hitachi ID Systems, Inc. i _: ��r,INOR 1^r H, TX Page 1 of 8 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 two (2) 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 two (2) 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. Professional Services Agreement Hitachi ID Systems,Inc. Page 2 of 8 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) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR /N CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Except for damages caused by Consultant for damage to tangible property or personal injury, including death, Consultant's total liability shall be limited to the sum total of the Consultant's insurance coverage as per section 10-Insurance. 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 Combined single limit 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 $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 Professional Services Agreement Hitachi ID Systems, Inc. Page 3 of 8 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 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. 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 Professional Services Agreement Hitachi ID Systems, Inc. Page 4 of 8 follows: To The CITY: To CONSULTANT: City of Fort Worth/IT Solutions Hitachi ID Systems, Inc. 1000 Throckmorton 500, 1401 1 st Street SE Fort Worth TX 76102-6311 Calgary, AB, Canada Facsimile: (817) 392-8654 Facsimile: (403) 233-0725 14. SOLICITATION OF EMPLOYEES. 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. 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 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. Professional Services Agreement Hitachi ID Systems,Inc. Page 5 of 8 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. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Hitachi ID Systems,Inc. Page 6 of 8 1 IN _N TNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of 200.�'. CITY OF FORT WORTH: HITACHI ID SYSTEMS, INC.: 4aA-14_� By: By: Karen L. Montgomery Name: Assistant CiLY Manager �j Title: Date: < 7 / Date: ATTEST: ATTE T:, By: � 1��� -✓ Y• arty Hendrix , City Secretary `--'�'�� ,�.�(%✓ APPROVED AS TO FORM AND LEGALITY: By: Maleshia . Farmer Assistant -ty Attorney LFT. RECORD RETARY Professional Services Agreement RTH,TX Hitachi ID Systems,Inc. Page 7 of 8 EXHIBIT A STATEMENT OF WORK Professional Services Agreement Hitachi ID Systems, Inc. Page 2 of 8 HITACHI Inspire the Next *Hitachi ID Systems,Inc. ..,,w. Statement of Work P-Synch Implementation City of Fort Worth I D: 1225726498 ©2009 Hitachi ID Systems, Inc. All rights reserved. Contents 1 Project Overview and Executive Summary 1 2 Project Objectives 1 3 Scope of Work 1 3.1 Process Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 32 Organization Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3.3 Location Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3.4 Data Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3.5 Application Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.6 Technology Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Project Management Details 4 5 Deliverables and Milestones 4 6 Communications 5 6.1 Main Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6.2 Primary Communication Tools . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6.3 Status Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6.4 Approach for Dealing with Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7 Change Control 7 8 Acceptance Criteria 7 9 Project Initiation Requirements 7 9 1 Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 10 Assumptions and Limitations 8 10.1 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 11 Roles and Responsibilities 9 12 Pricing and Schedule 10 12.1 Travel Related Lxpenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 i HITACHI Inspire the Next 13 Sign-off 11 ©2009 Hitachi ID Systems, Inc. All rights reserved. Statement of Work: P-Synch Implementation# 1225726498 1 Project Overview and Executive Summary City of Fort Worth has a need to reduce the amount of password reset call volume. To help alleviate this pain point, they have purchased Hitachi ID Password Manager (formerly P-SynchTM) and want to have it implemented by Hitachi ID professional services department. City of Fort Worth has contracted Hitachi ID to assist them with the initial install, configuration and imple- mentation of Password Manager in their environment. 2 Project Objectives To help CoFW meet their needs, Hitachi ID will assist with the install, configuration and implementation of Hitachi ID Password Manager including setting up target systems for both the City and Water departments as well as corresponding password policies. 3 Scope of Work Any areas not specifically identified as"in scope"are assumed to be `but of scope"Specific items listed as "out of scope"are presented for clarity. 3.1 Process Requirements Addresses what the enterprise does, how it does it, in what sequence it does it, what rules it follows, and what type of results it obtains. In Scope Out of Scope Users must be able to reset and unlock With the exception of registration their passwords through the native completion, failed password resets, solution interface. successful password resets and i password expiration, no other end user communication is required. Users must be able to reset and unlock Changes to default E-mail content. their passwords if they have forgotten their network user credentials (through an SKA account which is to be configured by CoFW). Users must be able to authenticate Changes to the default supplied themselves by using challenge/response challenge-response questions. questions previously established by the user. ©2009 Hitachi 1D Systems, Inc. All rights reserved. 1 Statement of Work: P-Synch Implementation# 1225726498 In Scope Out of Scope Upon successful password synchronization, the end user must receive an e-mail confirming the successful password reset. Help Desk users must be able to assist users with password resets, unlocks and registration. 3.2 Organization Requirements Focuses on the people within the enterprise: their culture,their capabilities,their roles,their team structures, and their organizational units. It also addresses the support that makes organization change possible. In Scope Out of Scope This solution must be available to all Delegated Help Desk administration. domain users (Active Directory) for the City and Water departments _ Simple UI changes to replace the Other UI changes. Hitachi ID logo with the CoFW logo. 3.3 Location Requirements Documents where the enterprise does business, both in terms of geographic location types and in terms of specific physical facilities at specific locations. In Scope Out of Scope Domain locations within Fort Worth (City and Water) 3.4 Data Requirements Addresses the content, structure, relationships, and business data rules surrounding the information that the enterprise retains permanently. In Scope I Out of Scope Overall password strength rules are to j be consistent with the CoFW Security policy (included below). ©2009 Hitachi ID Systems. Inc. All rights reserved. 2 Statement of Work: P-Synch Implementation # 1225726498 In Scope Out of Scope The solution must be able to pull end user E-mail address data from the Active Directory MAIL attribute. _ Users must authenticate to the Password Management tool via Active Directory login credentials Current Password Policy: 1. It must be at least eight characters in length. 2. It must contain at least three of the following four character groups: • English uppercase characters (A through Z) • English lowercase characters(a through z) • Numerals (0 through 9) • Non-alphabetic characters(such as !, $, #, %) 3. It must be significantly different from the previous six passwords. 4. It cannot be the same as the user ID. 5. It cannot start or end with the initials of the person issued the user ID. 6. It cannot include the first, middle, or last name of the person issued the user ID. 7. It should not be information that can be easily obtainable about you. (e.g., License number, Social Security Number,Telephone,Address) 3.5 Application Requirements Encompasses the capabilities, structure, and user interface of software provided to the business users. Applications may be specific to the business of the enterprise,such as a Logistics application, or general in nature, such as a word processing program or spreadsheet. �In Scope Out of Scope The solution must be able to reset and Help Desk ticket integration. unlock passwords for two Active Directory domains (City and Water). 0 2009 Hitachi ID Systems, Inc. All rights reserved. 3 Statement of Work: P-Synch Implementation # 1225726498 3.6 Technology Requirements Identifies the hardware, system software, and communications components used to support the entire enterprise. In Scope Out of Scope The implementation is to be installed on a test server targeting production Active Directory domains. 4 Project Management Details The project manager's objectives are focused on tightly monitoring, controlling, and balancing the project's three key constraints: Delivery(Scope and Quality), Budget, and Schedule. To be effective in achieving this primary management objective, we must establish: • An agreed-upon baseline • A process to monitor progress • A clear means of communication • An open approach for dealing with issues • An objective change control procedure • A process to recognize and manage risks • An approach for accepting project deliverables • A definition of what constitutes project completion This is a collaborative effort between Hitachi ID and CoFW project managers. 5 Deliverables and Milestones Identify the items whose satisfactory delivery is necessary for project completion. Optionally, milestone dates can be added for the deliverables. Deliverable Description Responsible l ©2009 Hitachi ID Systems, Inc. All rights reserved. 4 Statement of Work: P-Synch Implementation # 1225726498 Deliverable Description Responsible Project plan A project plan for the Hitachi ID Hitachi ID Password Manager implementation defining implementation tasks for both Hitachi ID and City of Fort Worth Solution Design Depending on further Hitachi ID (optional) discovery, it may be necessary to provide a detailed solution design identifying the approach to the implementation, communication protocols,configuration settings and custom logic. Password Fully configured and Hitachi ID and CoFW Management operational password implementation in management solution to the production address the specified environment business and technical requirements tested by CoFW in a test environment and migrated to production System Exit documentation Hitachi ID configuration detailing the details configuration details of the solution 6 Communications 6.1 Main Contacts During this project, CoFW and Hitachi ID will communicate primarily through the project manager and technical leads at its respective locations. Funneling communications through the specified individuals ensures that a timely and appropriate response will be generated. Types of communication used during the project will include: weekly status reports, weekly Hitachi ID project schedule updates, issue and risk reports,defect management response, conference calls (as needed), and web demonstrations (as needed) to further clarify communications. ©2009 Hitachi ID Systems, Inc. All rights reserved. 5 Statement of Work: P-Synch Implementation # 1225726498 6.2 Primary Communication Tools Due to the virtual nature in which the work outlined in this contract will be performed, email, telephone and web-conferencing will be the primary communication tools for both CoFW and Hitachi ID. Telephone communication will be used to escalate or expedite required responses. CoFW and Hitachi ID will agree to a clear communication escalation process for issues that may arise. 6.3 Status Reporting Status reports frequency and format will be weekly unless otherwise mutually agreed between CoFW and Hitachi ID. This frequency will be reviewed and adjusted in mutual agreement with Hitachi ID as needed. Status reports will be provided by Hitachi ID in both verbal and written formats. Written format will be provided via updates to the MS Project schedule file maintained by the Hitachi ID project manager unless another format is mutually agreed upon by CoFW and Hitachi ID. 6.4 Approach for Dealing with Issues Every project has issues that hinder progress. It is important to ensure that these issues are identified and resolved quickly by the right person. The first step in effectively dealing with these issues is to make the entire team aware of the importance of identifying issues and getting proper resolution. We will then use a procedure such as the following to ensure that the issues are visibly tracked: • Identify issues. When the project begins, we will start identifying any issues that could hinder our ability to meet the objectives of the project. Issues can be identified by anyone involved with the project. • Document the issue. The person who identifies the issue must document it. • Assign responsibility for resolving issues. The Hitachi ID/CoFW project managers will determine the appropriate individual who will be responsible for resolving each issue. The responsible person must be an individual who has the knowledge and authority to make decisions regarding the issue. They will also assign a priority to the issue. • Monitor and control progress. All issues will be tracked on an issues log that will be maintained to formally track the status and resolution of the issues_ • Report progress on issue resolution. As mentioned earlier, the issues log will be a part of the weekly status report and discussed in the weekly status meeting. • Communicate issue resolution. The issues log and documented resolutions of issues will be made available to all team members. In the event that an issue cannot be resolved in a reasonable time frame, to the mutual satisfaction of Hitachi ID and CoFW, we will determine a mutually acceptable approach to escalating it to the next level of management. ©2009 Hitachi ID Systems, Inc. All rights reserved. 6 Statement of Work: P-Synch Implementation # 1225726498 7 Change Control Due to the fixed price nature of Hitachi ID services, it is Hitachi ID policy to require a signed change control document before altering any of the key documents in a project, including the project charter, statements of work, test plans, etc. A standard change control form is provided by Hitachi ID. Change controls require both customer and Hitachi ID signature. By default, all change controls are billable, to allow for discovery, design, impact analysis, implementation and re-testing time. Hitachi ID may elect to waive the cost of change controls, at its sole discretion. 8 Acceptance Criteria All of the completed deliverables identified in this Project Definition will be formally submitted for final review and approval. This section outlines the key components to this acceptance process. The key components are: • The CoFW project manager is the designated acceptor for each deliverable. • The deliverables will include an acceptance form for signature (this may be part of an accompanying document such as the exit documentation). • There will be a specified time frame for acceptance/rejection of each deliverable. The default is 30 days from receipt of the deliverable. • Deliverables will be deemed accepted if the acceptance time frame is exceeded. • Once the system is used in production then it is deemed to have been accepted. In order to avoid delays in the schedule and the associated increased cost due to slow deliverable review, deliverables not reviewed and approved within the specified review period will be considered accepted. Feedback supplied after the review period will be evaluated as a change of scope. 9 Project Initiation Requirements The following prerequisites must be met in order for the services request to proceed: 9.1 Administrative 1. A current master services agreement signed by both Hitachi ID Systems, Inc. and City of Fort Worth. ©2009 Hitachi ID Systems, Inc. All rights reserved. 7 Statement of Work: P-Synch Implementation # 1225726498 2. A purchase order made out to Hitachi ID Systems, Inc. for the amount detailed in the accompanying price quote is required. 3. A signed copy of the "sign-off" page of this SOW, by both Hitachi ID and City of Fort Worth is also required. 10 Assumptions and Limitations 10.1 Assumptions Assumptions are expectations that form the basis for project decisions. Present the major assumptions used to establish the project estimates, plans, and approach. Assumptions are also necessary for each identified issue if the project is to continue while issues remain unresolved. In this case, the description of each assumption should include the degree of criticality. Every assumption made is in fact a potential risk. Assumption Criticality There is no impact or conflict with the default High - Impact on time and cost functionality of Hitachi ID Password Manager as a result of McAfee disk encryption running on CoFW laptops. Two password strength policies will be configured Configuration change control (corresponding to the policies on each of the two may be required. AD domains). All in scope Password Manager Help Desk users Users may need to be are to be available in a single group within a single configured manually increasing Active Directory domain. time and potentially cost. Remote VPN connection is available until project Time impact as WebEx completion to allow for support subsequent to the troubleshooting is time on-site implementation consuming. Hardware and prerequisite software is installed Delays in the implementation and available prior to the on-site week time line. No two users in the entire managed population Changes to to solution design have the same—Active-Directory userlD. _impacling_scope,time line and cost. Key stakeholders are fully available during the Impact to timeline. on-site week. Repeatable tasks within the solution design are to Impact to cost. be demonstrated by Hitachi ID and executed by City of Fort Worth. This includes but is not limited to Active Directory transparent synchronization intercepter installation. 0 2009 Hitachi ID Systems, Inc. All rights reserved. 8 Statement of Work: P-Synch Implementation # 1225726498 11 Roles and Responsibilities The Hitachi ID roles and responsibilities for all resources identified in the Fixed Price schedule set forth below are as follows: Name Role/Position Contact details Responsibilities Chris Hoy Project Tel: (403) 233-0740 x299 Project Management, Manager E-mail:Chris_Hoy@Hitachi- Change Management, ID.com Issue Resolution, Status Reporting Joseph Breihan Technical Tel: (403) 233-0740 x502 Technical architect, Architect E- execution of functional mail:Joseph_Brei han@ Hitachi- and design ID.com requirements Trevor Nicholson Account Tel: (403) 233-0740 x223 Point of escalation Manager E- mail:Trevor_Nicholson@Hitachi- ID.com The CoFW roles and responsibilities required for the success of this Scope of Work are as follows: Name Role/Position Contact details Responsibilities Allen Bourque CFW ITS Tel: 817-392-2880 Project Management for Operations E-mail: CoFW Project Allen.Bourque@fortworthgov.org Manager Steve Streiffert Project Sponsor Tel: 817-392-2221 Project Sponsor for E-mail: CoFW Steve.Streiffert@fortworthgov.org Donna Ross Business Tel: 817-392-2894 Business Planner for Planner E-mail: CoFW Donna.Ross@fortworthgov.org Charmaine Technical Help Tel: 817-392-2298 Technical Help Desk Salone Desk SME E-mail: Char- SME for CoFW - mame.S*arorfe@fiortworthgovorg Rodney Wood Technical Help Tel: 817-392-2295 Technical Help Desk& Desk& ITSM E-mail: ITSM SME for CoFW SME Rodney.Wood_@fortworthgov.org Steven Vandever Platform Tel: 817-392-6435 Platform Technology Technology E-mail: SME for CoFW __-SME _ Steven.Vandever@fortworthgov.o Alton Bostick CFW Exchange Tel: 817-392-8963 CFW Exchange Administrator& E-mail: Administrator& SME SME Alton.Bostick@fortworthgov.org 0 2009 Hitachi ID Systems, Inc. All rights reserved. 9 Statement of Work: P-Synch Implementation # 1225726498 Name Role/Position Contact details Responsibilities Shimal Tissera Information Tel: 817-392-2220 Information Security Security SME E-mail: Shi- SME for CoFW mal.Tissera@fortworthgov.org Chris Hankins Information Tel: 817-392-2400 Information Security Security SME E-mail: SME for CoFW _ Chris.Hankins@fortworthgov.org _ David Newman Desktop SME Tel: 817-392-2853 Desktop SME for CoFW E-mail: David.Newman@fortworthgov.org Mark DeBoer Distributed Tel: 817-392-8598 Distributed Apps SME Apps SME E-mail: for CoFW Mark,DeBoer@fortworthgov.org Monica Fonseca Exchange Tel: 817-392-8632 Exchange Administrator Administrator E-mail: Mon- Water Dept, & SME for Water Dept, & ica.Fonseca@fortworthgov.org CoFW SME Matthew Terry Water IT Tel: 817-392-2682 Water IT Infrastructure Infrastructure E-mail: Manager& SME for Manager& Matthew.Terry@fortworthgov.org CoFW SME Vickie Thomas CFW Tel: 817-392-8459 CFW Consulting Project Consulting E-mail: Manager Project Vickie.Thomas@fortworthgov.org Manager 12 Pricing and Schedule City of Fort Worth shall pay Hitachi ID an amount not to exceed $12,600.00 based on an estimated 7 days of effort for the performance of all activities necessary for or incidental to the performance of work as set forth in this SOW. Hitachi ID shall invoice CoFW for the services provided hereunder upon completion, inspection, and acceptance of the services or at a schedule defined within the Agreement. CoFW shall remit payment of undisputed amounts pursuant to the terms of the Agreement. 12.1 Travel-Related Expenses CoFW will pay all reasonable travel-related expenses incurred by employees of Hitachi ID in connection with this project. These charges will be billed at cost, not to exceed$3,600. ©2009 Hitachi ID Systems, Inc. All rights reserved. 10 K Statement of Work: P-Synch Implementation# 1225726498 13 Sign-off By signing below both parties indicate that this document is a complete and accurate representation of the work that Hitachi ID will provide to City of Fort Worth as of August 19,2009. Both parties certify that this document is complete and accurate: For Hitachi ID: For City of Fort Worth: Printed name: &0VT_J*Ri111,J Printed name: Karen L. Montgomery Assistant City Manager SIXIM00 h5Llvpty/ 61AAA94dL Title: Title: Signature: Signature: Date: �Q��l"P ' ! Date: ApssspgOVED TO FORM AND LEGALITY: Atte by: Ai� t City Attorney Hendrix,City S ®Hitachi ID Systems,Inc. 500,1401-1 Street SE,Calgary As Canada T2G 2J3 Tel:1.403.233.0740 Fax:1.403.233.0725 E-Mail:salesaHitachi-ID.com www.Hifechi-ID.can Aug=1e.20ce