HomeMy WebLinkAboutContract 31061 CITY SECRETAF VU—(4-CONTRACT NO
Exhibit A:
Technical Proposal for:
The City of Fort Worth
Bid Number: 04-0175
T R
Vendor Name: Marsh USA Inc.
Vendor Contact: Ben Willmann
Assistant Vice President
Marsh Risk Technologies
500 N. Akard Street, Suite 200
Dallas, Texas 75201
Phone: 214.765.8637
Fan: 214.765.8081
Email: ben.willmann @marsh.com
This document contains proprietary and confidential business information and is intended solely for employees of The
City of Fort Worth. No portion may be reproduced or shared with consultants or other third parties without advance
written permission from Marsh USA,Inc. Windows is a registered trademark of Microsoft Corporation and STARS
(Sm>is a service mark of Marsh USA, Inc.
Table of Contents
STATEMENTOF WORK............................................................................................................1
A. MISSION................................................................................................................................1
B. DELIVERABLES AND PROJECT BOUNDARIES ............................................................I
Hardware/Software.................................................................................................................1
ImplementationServices...........................................................................................................3
SupportServices........................................................................................................................S
C. MANAGEMENT REVIEW PROCESSES............................................................................7
D. PROCESS AND COMPLETION CRITERIA.......................................................................8
InitiatePhase............................................................................................................................8
PlanPhase................................................................................................................................9
Execute Phase 11
ClosePhase.............................................................................................................................1 S
E. SCHEDULE...........................................................................................................................17
F. RESPONSIBILITIES.............................................................................................................17
MarshResponsibilities............................................................................................................18
G. COMPENSATION SUMMARY.........................................................................................20
LICENSEAND TERMS.............................................................................................................21
EXHIBIT B PREFERRED BENEFICIARY ACCEPTANCE FORM..................................29
EXHIBIT C THE STARS IMPLEMENTATION PROCESS................................................30
MARSH CERTIFICATE OF INSURANCE ............................................................................32
STARS
Statement of Work
This Statement of Work dated November 15, 2004 describes services to be performed by Marsh
USA Inc. ("Marsh") for The City of Fort Worth ("Client").
This Statement of Work is divided into the following sections:
A. Mission: Objective of the Project
B. Deliverables and Project Boundaries: Identifiable work products resulting from the services
C. Management Review Processes: Description of key management processes for this project
D. Process and Completion Criteria: How Marsh will perform the services and the completion
criteria for each phase of the project
E. Schedule: Services start date and projected end date
F. Responsibilities: Client and Marsh obligations on which this project depends
G. Compensation Summary: Fixed price and payment schedule
A. MISSION
The mission of this project is to implement the STARS Risk Management Information System for
use at The City of Fort Worth and provide ongoing service for 3 Years.
B. DELIVERABLES AND PROJECT BOUNDARIES
The products and services listed below will be delivered to The City of Fort Worth.
Hardware / Software
The following hardware and software deliverables are included in this contract:
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STARS Software Marsh will provide The City of Fort Each additional user is$625 per user
Worth a license to access and use per year.
STARS Version 8.6 on the terms of
the attached License and Terms of
Agreement for 5 named users.
STARS Web Software STARS Web,Version 8.6,hosted on Marsh will initially install STARS
The City of Fort Worth's web server Web on The City of Fort Worth's
for up to 100 named users. server;however,The City of Fort
Worth is responsible for all
administration,maintenance,and
connectivity.
1
STARS
Escrow Agreement The City of Fort Worth will be listed
as a named beneficiary to the Source
Code Escrow Agreement between
Marsh and DSI.
New Releases of Software Any new versions of STARS
Profesional Edition generally released
during the term of this contract
Microsoft SQL Server On-site installation on The City of The City of Fort Worth will be
Installation at Client Site Fort Worth's network on a dedicated responsible for the purchase and
server on a Windows operating maintenance of all hardware and other
system. licensing including,but not limited to,
Microsoft system licenses.
STARS will run on a Microsoft SQL
Server Relational Database Marsh will work in tandem with your
Management System. system administrators to review
installation, connection and backup
routines. The City of Fort Worth will
be responsible for on-going
administration and backups of the
server.
2
STARS
Implementation Services
The following implementation services are included in this contract:
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Project Management Project Management Project results will be documented at the end of
and Documentation throughout the implementation the implementation phase.
phase using the STARS Pro
Implementation Methodology.
See Exhibit C—The STARS
Implementation Process
System Design Client Support Services as
defined in this document
specific to implementation,
such as location structure
design, screen design,code and
field design,security design,
and design of other STARS
standard features.
Data Conversion and Integration of data,validation
Consolidation of financial accuracy,and
evaluation of service provider
coding practices.The sources
included are:
➢ David System Conversion
Data Quality Control:
Financial reconciliation,
identification of invalid
location codes, identification of The following items are not included as a part of
other invalid codes,check for the Data Quality Control Deliverable:
duplicate claim numbers, check
for improper date sequences, Data quality investigation and resolution of
and production of mismatch corrupt data from the source system.
reports.
The client will provide data extracts from the
David system along with records layouts,code
definitions, code tables,and location stucture.
Should any data corruption issues arise,the
implementation team will use best efforts to
work with and consult the client to correct these
issues.
3
STARS
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Detailed Transaction The sources included are:
Data Conversions
Y David System Conversion
Data Quality Control:
Financial reconciliation,
identification of invalid
location codes, identification of The following items are not included as a part of
other invalid codes, check for the Data Quality Control Deliverable:
duplicate claim numbers,check
for improper date sequences, . Data quality investigation and resolution of
and production of mismatch corrupt data from the source system.
reports.
Should any data corruption issues arise,the
implementation team will use best efforts to
work with and consult the client to correct these
issues.
Custom Programming Custom programming to meet Additional custom programming can be
The City of Fort Worth specific purchased for$225 per hour.
needs, as specified below:
Check Interface—BuySpeed:
Per the specifications provided
by the City of Fort Worth.
4
,STARS
Support Services
The following support services are included in this contract:
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Client Support Services A primary support team that will The following items are not included as
leverage resources and experience of part of the Client Support Services
STARS personnel. Deliverable:
Support time includes all phases of Service in accordance with software
the project including implementation upgrades will be charged against
and continuing service as described in Services Hours,and are included as
the Process section of this Statement part of Client Support
of Work.
Additional service hours can be
Implementation/Service: 190 hours purchased for$185 per hour.
(Year 1)
Annual Client Service: 50 hours
(Years 2&3)
Following the implementation and production(fii
phase,Program errors and technical problems wi
addressed as follows:
-A Marsh technical support representative
assigned to the issue will contact the Client
representative and begin troubleshooting steps
within 4 hours following notification from
Client. Client shall notify the assigned Client
Service Leader via phone and email.
-Until a solution is determined,except in cases
where Marsh is waiting for further information
from Client regarding the issue,or except
where otherwise agreed to or requested by
Client,Marsh will work cooperatively with
Client to resolve the problem.
-Technical support representatives assigned to
each issue will be adequately and extensively
trained and knowledgable about the product
that is the subject of the issue.
-At any time upon Client's request,Marsh will
escalate the issue to Marsh technical support
management.
-Marsh technical support will have the
capability to receive by.ftp a copy of the Client
database for problem solving if unable to
correct by measures above.
-Marsh technical support and Client will work
jointly to research "bugs"defined as anomalies
in the system where the system is not working
as it was designed or to specifications. Marsh
technical support will provide a reasonable
"work around"and/or a patch fix in a
reasonable period of time.
5
STARS
Training The Client Service Leader will Maximum class size is 15 attendees.
provide Seven day(s)of STARS
training in the first year. Training can be held at The City of Fort
Worth's facility or Marsh's training
facility.
Additional training hours and/or training
resources can be purchased for$2,200
per day.
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,STARS
C. MANAGEMENT REVIEW PROCESSES
Deliverable Review Procedures
The following steps outline the procedures to be followed for project deliverable review:
1.Deliverable Materials will be provided to The City of Fort Marsh will provide suggested review
Worth for review according to the project schedule in the procedures for all deliverables at the time of
Project Plan. delivery.
2.The City of Fort Worth will review the deliverables for If changes to a deliverable are required,The
accuracy and correctness. City of Fort Worth will compile a list of
issues and participate in a conversation to
discuss the proposed changes to the
document.
3.Marsh will make the required changes,and, if changes are
required, will provide an updated copy or version of the
Deliverable Material to The City of Fort Worth within an
agreed upon timeframe.
4.The City of Fort Worth will make the final review of the
deliverable. Additional issues or questions will be addressed
in a similar fashion to Steps 2 and 3.
Change Control Procedures
The following steps outline a general process for handling requested changes in product
deliverables during the implementation of STARS. Marsh will develop a more detailed change
control process during the Plan Phase of the project, in conjunction with The City of Fort Worth:
. 9
1.All change requrests must be forwarded to the STARS Marsh will track all change requests in a
Project Manager by one designated representative of The City central location.
of Fort Worth.
2.Marsh will assess the impact of the change to the project Marsh will provide feedback to The City of
schedule and existing project scope as defined in this Fort Worth on these impacts within an
Statement of Work. agreed upon timeframe.
3. One designated representative from The City of Fort Worth If additional time or fees are required,Marsh
will have the authority to approve or reject changes. These will create an addendum to this Statement of
changes may necessitate additional time for the Work to reflect these changes. Additional
implementation schedule and/or additional fees from The City service hours can be purchased for$185 per
of Fort Worth. hour. Additional custom programming can
be purchased for$225 per hour.
4.Marsh will incorporate these changes into the project
schedule and perform the work as requested.
7
STARS
D. PROCESS AND COMPLETION CRITERIA
Initiate Phase
The purpose of the Initiate Phase is to prepare the project team for the Project by establishing
initial Project Plans and risks. The Initiate Phase also trains project team members in the
mechanisms that will be used to manage the Project Work Products are defined in Deliverables
section
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Define Project The purpose of this activity is to Statement of Marsh Client
define the scope of the Project in Work
the terminology of Marsh's
methodology.
Validate Business The purpose of this activity is to Statement of Marsh Client
Processes review The City of Fort Worth's Work
existing Claims and Risk
Management processes to gain
required understanding and link
to STARS program.
Develop Data Request The purpose of this activity is to Data Request Marsh Client
identify the required data sources
and to initiate the data request.
Project Kickoff Meeting The primary purpose of this Kickoff Marsh Client
activity is to ensure that all team Meeting,
members are educated in the Project
implementation methodology as Communications
well as the agreed-upon tools that plan,
the project team will use to
communicate,report status, Project Contact
resolve issues, and manage the List
day-to-day elements of the
project.
Another purpose of the Kickoff
Meeting is to validate that the
Statement of Work accurately
reflects the desired scope of the
implementation of STARS by
The City of Fort Worth.
The kickoff meeting is
commonly held at The City of
Fort Worth's facility two to three
weeks after the contract has been
signed.
Initiate Phase Completion Criteria: The Initiate Phase will be considered complete when:
• Signed Statement of Work has been delivered to The City of Fort Worth
• Kickoff Meeting has been completed
8
STARS
• Kickoff Meeting Minutes have been delivered to The City of Fort Worth within five(5)working days
of Kickoff Meeting
• Project Communications Plan and Contact List have been delivered to The City of Fort Worth within
five(5)working days of Kickoff Meeting
Plan Phase
The purpose of the Plan Phase is to thoroughly plan the project and design the STARS System for
The City of Fort Worth.
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Plan Project The purpose of this activity is to Detailed Project Marsh Client
create a project schedule and to Plan
define project management
activities and tools.
Conduct Working Tasks accomplished at the Working Marsh Client
Meetings working meeting(s)include Meeting Minutes
in-depth discussion of data
conversion(s),custom
programming needs,custom
reporting needs,and custom
system design.
Work products of the working
meeting(s)include data
conversion documentation,
custom programming
specifications,custom report
specifications,and custom
system design documentation.
Some work products may require
multiple installments.
Working meetings are commonly
held at The City of Fort Worth's
facility. The first working
meeting should not be scheduled
until data has arrived at the
Marsh Information Center and is
appropriately analyzed.
Depending on the complexity of
the implementation, multiple
working meetings may be
required.
Client Specific System The purpose of this activity is to Location Marsh Client
Design define in detail the STARS Hierarchy
configuration specific to The Worksheets,
City of Fort Worth. Security Access
Worksheets,
9
STARS
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System configuration will Code and Field
commence once the design Mapping
documentation and specifications Worksheets,
have been accepted by The City Screen Design
of Fort Worth. System design Worksheets,
may also be dependent on data Other
conversions.
documentation
as necessary
Data Conversion The purpose of this activity is to Data Conversion Marsh Client
Design define in detail the data Documentation
conversion specifications for
each data source specific to The
City of Fort Worth.
The STARS service team will
collaborate with The City of Fort
Worth to analyze the data,
including determining data
mappings and code mappings.
Custom Programming The purpose of this activity is to Custom Marsh Client
Design define in detail the specifications Programming
for each item of custom Specifications,
programming specific to The Custom Report
City of Fort Worth as described Specifications
in the"Custom Programming"
section of Implementation
Services.
Plan Phase Completion Criteria: The Plan Phase will be considered complete when:
• Detailed Project Plan has been distributed within three weeks(15 business days)of Kickoff Meeting
• Working meetings have been completed and meeting minutes have been delivered within five(5)
working days of each meeting
• System design documentation reflects the STARS configuration for The City of Fort Worth
• Data conversion design documentation has been provided to The City of Fort Worth
• Custom programming specifications have been provided to The City of Fort Worth
• Custom report specifications have been provided to The City of Fort Worth
• An individual designated by The City of Fort Worth will provide sign off when all items in this phase
are complete.
10
STARS
Execute Phase
The purpose of the Execute Phase is to develop, integrate, and test the final packaged application
configuration, as specified in the Plan Phase. Training Materials and documentation are also
created during this Phase for use in training and testing sessions.
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Manage Project The purpose of this activity is to Status Reports, Marsh Client
manage project execution and
report on project status using Project
regularly scheduled status Documentation
meetings and status reports.
Throughout the implementation
phase,the STARS Project
Manager will be responsible for
project-related communications,
and will manage issues and
changes to scope.
Develop Baseline The purpose of this activity is to Location Marsh Client
System Design identify, document, and set the Hierarchy
Configuration and parameters for the STARS Worksheets,
System Security Program. Security Access
Worksheets,
The STARS service team will Code and Field
use approved design Mapping
documentation and specifications Worksheets,
to customize the system,within Screen Design
the boundaries of STARS Worksheets,
standard functionality,to meet Other
The City of Fort Worth's RMIS documentation
needs. as necessary
Client will review system design
for adherence to approved
specifications and
documentation.
Develop and Perform The purpose of this activity is to Converted Data Marsh Client
Data Conversions develop and execute the data
conversions for all sources
identified in the Deliverables
section of this document
according to the data conversion
specifications deliverable
provided in the Plan Phase.
Data conversions will begin once
the data has arrived at the Marsh
Information Center. The STARS
11
,STARS
conversion writer will prepare
the data conversions,run and
validate the data conversions,
and perform reconciliation of any
financial discrepancies for all
data sources.
System conversions will require
more than one conversion since
the system will still be in use by
The City of Fort Worth during
the initial conversion period.
Test Data Conversions The purpose of this activity is to Testing Results Client Marsh
have The City of Fort Worth test
and validate the data
conversions.
Develop Custom The purpose of this activity is to Custom Marsh Client
Programming develop the custom Programming
programming identified in the and/or Reports
Services Agreement according to
the Custom Programming
Specifications deliverable
completed in the Plan Phase.
Custom programming will
commence once the custom
programming and/or report
specifications have been
approved by The City of Fort
Worth. Custom programming
and report tasks may also be
dependent on data conversions.
Marsh Custom Solutions
developers will develop the
customization(s) and/or the
report(s)and test the
functions I i ty per the
customization programming
and/or n'j,(O specifications.
Test Custom The purpose of this activity is to Testing results of Client Marsh
Programming and/or have The City of Fort Worth test each Custom
Reports and validate all custom solutions Program or
(programming). Custom Report
Develop Training and The puril )sc of this activity is to Training Plan Marsh Client
Education Plan create aii ducation and training
plan, inclu ling training logistics
and agen&
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STARS
i .
Develop End User The purpose of this activity is to Training Marsh Client
Training Materials create education and training Materials
materials based on The City of
Fort Worth's needs and within
standard STARS parameters.
Marsh and The City of Fort
Worth will collaborate to
determine the training needs of
The City of Fort Worth's user
groups. Marsh will prepare
training materials within
standard STARS parameters and
will collaborate with The City of
Fort Worth to configure and test
the training environment.
Develop Final System The purpose of this activity is to Complete Marsh Client
Design Configuration finalize the System Design System Design
and System Security Configuration developed during and Security
the Plan Phase and to finalize the Setup
System Security in STARS
developed in the Plan Phase.
Prepare for Production The purpose of this activity is to Functional Marsh Client
(Integration Testing) ensure that the system meets STARS Program
agreed upon specifications and ready for
documentation. production
Initial System The purpose of this activity is to Functional Marsh Client
Installation install the STARS system for The STARS Program
City of Fort Worth to begin in Production
Testing.
Conduct End-User The purpose of this activity is to Training Marsh Client
Training conduct the user training
according to the education and
training plan.
Marsh will conduct training
according to a schedule mutually
agreed upon by Marsh and
Client.
Initial User Acceptance The purpose of this activity is for Client Marsh
Testing of STARS The City of Fort Worth to review
system design, data conversions,
and custom programming and/or
reports for adherence to agreed
upon specifications and
documentation.
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STARS
Prepare Post Go-Live The purpose of this activity is to Ongoing support Marsh Client
Strategy investigate the Post Go-Live and transition
requirements/options and to plan
determine the Post Go-Live
Support Strategy.
Execute Phase Completion Criteria: The Execute Phase will be considered complete when:
• Status reports have been distributed and discussed in the time period agreed to
• At the conclusion of Initial User Acceptance Testing,the Client Project Sponsor has indicated areas
where the system design,data conversions, and custom programming require further effort by the
STARS team based on their use of the system and the adherence of the functionality of these items to the
documentation prepared in the Plan Phase
• System design has been completed per the System Design Specifications defined in the Plan Phase
• Data conversions have been completed per the Data Conversion Specifications defined in the Plan
Phase
• Custom programming has been completed per the Custom Programming Specifications defined in the
Plan Phase
• Test data provided to The City of Fort Worth
• Test custom programming,custom reports provided to The City of Fort Worth
• The training plan has been delivered to The City of Fort Worth
• The City of Fort Worth's system has been configured per the specifications defined in the Plan Phase
• STARS Project Manager has provided approval that all areas of the STARS program are ready to be
installed to begin initial Testing.
• Software has been installed on all workstations, excluding workstations that do not meet hardware
requirements or have not been properly configured
• Ongoing support requirements document has been delivered to The City of Fort Worth
• An individual designated by The City of Fort Worth will provide sign off when all items in this phase are
complete.
14
STARS
Close Phase
The purpose of the Close Phase is to move the system into production and provide post production
and implementation support, in compliance with the implementation strategy.
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Final Installation The purpose of this activity is to Functioning Marsh Client
install the complete STARS STARS system
system, including converted data
and all STARS software
components. Upon completion
of this activity,The City of Fort
Worth's STARS system will be
Final Testing of STARS The purpose of this activity is to Signed STARS Client Marsh
allow The City of Fort Worth to Implementation
perform final user acceptance Closure Letter
testing of the entire STARS
system.
The City of Fort Worth will
review system design, data
conversions,and custom
programming and/or reports for
adherence to approved
specifications and
documentation.
Closure Review Survey The purpose of this activity is to Client Closure Client Marsh
give client an opportunity to give Review Survey
formal,written feedback to
Marsh on the implementation
project
Closure Review The purpose of this activity is to Closure Review Marsh Client
indicate successful completion of Meeting
all items in the Statement of Agenda, Closure
Work,document ways to Review Meeting
enhance the implementation Minutes
process, and to formalize the end
of the implementation for The
City of Fort Worth and the entire
project team. At this time,The
City of Fort Worth will begin
utilizing the Ongoing Services
provided in t)e Statement of
Work.
Close Phase Completion Criteria: The Close Phase will be considered complete when:
• Software has been installed on all workstations that STARS is responsible for. excludinp-workstations that do
15
STARS
not meet hardware requirements or have not been properly configured
• Project documentation has been delivered to The City of Fort Worth within three weeks(15 business days)of
the final installation.
• System design, data conversions, custom programming and/or custom reports are functioning as documented
in the Plan Phase.
• Closure Review Meeting has been completed and meeting minutes have been delivered within five(5)working
days of Closure Review Meeting
• An individual designated by The City of Fort Worth will provide sign off when all items in this phase are
complete.
16
,STARS
E. SCHEDULE
The implementation will begin when the contract is signed. The implementation phase typically
lasts 16 to 20 weeks, and will vary based on the complexity of the implementation. Upon
completion of the Kickoff Meeting, the STARS Project Manager will provide an estimated
completion date and an approximate project schedule. Upon completion of working meeting(s),
the STARS Project Manager will provide a complete, detailed project plan including the final
project schedule. This project schedule will be based on a number of assumptions which the
Project Manager will outline, but these assumptions include the timely receipt of accurate data
from legacy system, the timely completion and approval by The City of Fort Worth of design
specification documents, and resource availability.
F. RESPONSIBILITIES
The following is a list of client responsibilities necessary for the successful completion of this
effort. Marsh has used this information in establishing the schedule and pricing for the services.
In the event an item identified below does not occur in the manner shown, such circumstance shall
constitute a change that will require an adjustment to the schedule and/or price.
A more detailed list of project roles and responsibilities for The City of Fort Worth and Marsh
resources will be developed during the Plan Phase of the project as well. This more detailed
document will supplement what is included below.
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Client Business • Serve as the executive point of contact for the client with Estimated 8-10
Sponsor Marsh during the execution of this Statement of Work hours total, or as
• Monitor the progress of work associated with the Statement needed
of Work and provide the first level of quality assurance to
the Client Project Sponsor
• Participate in Kickoff Meeting
• Attend training for STARS system
Client Project • Provide single point of contact for the client for MARSH 3-6 hours per week
Sponsor . Provide leadership and direction to the Client Project Team
• Review Project progress with the MARSH Project
Manager
• Resolve deviations from the Project Plan with the Marsh
Project Manager
• Support Project change control in accordance with defined
Project Change Control Procedures
• Participate in kickoff meeting, working meeting,and status
calls
• Coordinate access to representative end users, technology
resources, and carrier contacts as needed
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ASTARS
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IN .. ..
• Provide input to STARS system design and customization;
support STARS recommendations
• Review final deliverables
• Provide input to training design and coordinate training for
end users
• Plan and coordinate training logistics
Client Functional • Participate in kickoff meeting,working meeting,and status 1-2 hours per week
Project Owners calls
• Provide input to STARS system design and customization
• Attend training for STARS system
Client • Participate in kickoff meeting 8-10 hours total
Representative End , Provide input to STARS system design
Users p Y gn and customization
• Attend training for STARS system
Client Technical • Participate in kickoff meeting 10-20 hours total
Resource(s) . Provide system data, if necessary
• Procure necessary hardware and software components
• Assist with installation of database and STARS system on
servers and end user PCs
• Assist with setup for training
Client System • Maintain user lists and security Ongoing
Administrator(s) . Enhance the system design as needed
• Maintain report templates
• Perform regular data updates, if necessary
Marsh Responsibilities
Marsh will provide the following resources for the project. All resources should have knowledge
of their functional areas and be capable of performing the assigned tasks. In the event that such
resources are unable to perform assigned tasks, STARS' Project Manager will replace them with
suitably qualified individuals. If there are mutually approved changes to the Statement of Work,
the resources below may not represent a complete list of all resources required.
Marsh may staff their roject team with personnel to fulfill the following roles:
ev
STARS Marsh Project • Prepare detailed project plan,communications plan,risk management plan,
Manager change control plan, and status reporting plan
• Measure,track and evaluate progress against the Project Plan
18
STARS
• Resolve deviations from the Project Plan with the Client Project Manager
• Review Project tasks,schedules and resources and make changes or additions,
as appropriate
• Prepare and maintain Issues Log
• Prepare Status Reports and an updated Project Plan and provide them to
Client Project Manager
• Review Project progress with the Client Project Manager
• Conduct Project Status Meetings
• Support Project change control in accordance with defined Project Change
Control Procedures
• Provide leadership and direction to the Project Team
• Assign tasks to team members
• Communicate/coordinate with STARS Project Executive
• Provide all Deliverable Materials in accordance with the dates defined in the
Project Plan
STARS Client Service . Assist the Project Manager in day-to-day tasks associated with the
implementation of the Software
• Provide ongoing service and support to The City of Fort Worth
Conversion Specialist(s) • Responsible for all data conversions included in this Statement of Work
• Utilize data mappings performed by STARS and The City of Fort Worth to
create data conversion programs
• Responsible for data accuracy, including balancing to control totals and
record counts in initial data conversions
Custom Solutions • Overall project management responsibility for custom development
Project Manager deliverables in the project:
•Provide assistance with specification writing
•Manage custom solution developer resource(s)
• Communicate/coordinate with STARS Project Manager
Custom Solution(s) • Design, develop,test,and assist with the deployment of all customizations to
Developers the Software according to the specification documents signed off on by The
City of Fort Worth in the Plan phase of the implementation
Custom Reports • Design, develop,test, and assist with the deployment of all custom reports
Developer according to the specification documents signed off on by The City of Fort
Worth in the Plan phase of the implementation
Client Technical . Assist The City of Fort Worth with the hardware and software needs analysis
Services Group
Member 0 Assist The City of Fort Worth with the installation and configuration of the
procured hardware and software, if necessary
• Assist the STARS Project Manager and Client Service with the initial
installation of the Software and its components on the installation platform, if
necessary
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STARS
G. COMPENSATION SUMMARY
The following table summarizes the fees and expenses associated with this contract.
Travel Expense Travel and Expense outside a 50 mile
radius of the Dallas-Fort Worth
metroplex will be billed as incurred.
First Year Fee $184,850 to be paid by Client in four
equal installments as follows.
• Installment#1 paid at
contract inception
• Installment#2 paid at
completion of Plan Phase of
Implementation
• Installment#3 paid at
completion of Execute Phase
of Implementation
• Installment#4 paid at
completion of Close Phase of
Implementation
Annual Fee in Second and $28,900
Third Year
Payable on a quarterly basis starting
one year from contract inception.
Escrow Fees Included in the Annual Fee amounts
Contract Term 3 years, commencing November, 15,
2004
20
License and Terms
General Terms and Conditions of Agreement for STARSsM Program and Services.
1. The services to be provided by Marsh USA Inc. ("Marsh")to City of Fort Worth("you"or
"your company") will be substantially as described in the Statement of Work attached as Exhibit
A.
2. STARSsM is the Marsh proprietary trade name for the STARSsM software products (the
"STARSsM Program Editions") offered for license by Marsh. For purposes of this agreement and
the attached Statement of Work, the term"Program" shall mean the modules of the specific
STARSsM Program Edition(s) identified in the Statement of Work as being licensed to you by
Marsh, excluding source code, and including all updates and modifications thereto (individually
and collectively referred to in this agreement as "Published Upgrades"), in each case prepared by
Marsh and generally distributed by Marsh to customers licensing the Program, and all related
documentation thereto (the "Program Documentation"). You are hereby granted a non-exclusive,
non-transferable license to access and use only those modules of the Program,only for that number
of licensed users, and only on that number of computers at the locations, specified in the Statement
of Work. You may use the Program in accordance with such license to manage information
relating only to your company or its subsidiaries or affiliates, but not any other companies, and not
for any other purpose or in any other manner. Other than as stated in this Section 2, Marsh retains
all rights, including copyrights, in and to the Program.
3. You may access and use the Program only within your company. You may not distribute,
demonstrate, allow access to, or otherwise disclose the Program (or any part thereof)to anyone
from outside your company. You may not sub-license, assign or transfer to anyone the Program or
any part thereof or your license to use the Program or any part thereof. Any such sub-license,
assignment or transfer will be void as from the outset. You agree to protect the Program with at
least the same degree of care and confidentiality, but not less than a reasonable standard of care,
which you utilize for information that you do not wish to disclose to the public. You agree to
provide,throughout the term of this agreement, equipment and software to operate the Program in
accordance with, and to otherwise comply with, the hardware/software specifications for the
Program, and to make such equipment available so that the Program may be installed and accepted.
You also agree to be responsible for obtaining all software licenses necessary to enable the
Program to operate on such equipment, to take the actions described in the Statement of Work and
to provide to Marsh access to such of your personnel, facilities, and information as is reasonably
requested by Marsh to enable Marsh to fulfill its obligations under this agreement. You agree not
to copy the Program, provided that you may make four(4) copies of the Program for your internal
use only for standard back-up purposes or to test Program upgrades in a test environment only and
not for any other use or purpose whatsoever and a reasonable number of copies (not to exceed five
(5) copies) of the Program Documentation for your internal use with the Program so long as all
copyright notices are reproduced. You will be responsible for the confidentiality and use of all IDs,
passwords and other security data, methods and devices furnished to you in connection with the
Program. You will be solely responsible for the use of any data and information obtained, and all
21
transaction requests electronically transmitted, by any person using your IDs and other security
data. You will be responsible for all maintenance, including of site content, and security required
or appropriate in connection with the Program, except as expressly referred to in the Statement of
Work as being provided by Marsh. You will designate an employee of yours responsible for
maintenance and security and shall provide Marsh notice in writing of the name of the person so
designated and of any changes in said designee.
YOU MAY NOT COPY THE PROGRAM OTHER THAN AS EXPRESSLY PERMITTED IN
THIS SECTION 3 ABOVE. YOU MAY NOT REPRODUCE, RECOMPILE, DECOMPILE,
DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM,
MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY
WAY EXPLOIT ANY PART OF THE PROGRAM,EXCEPT THAT YOU MAY DOWNLOAD
MATERIAL FROM THE PROGRAM AND/OR MAKE COPIES OF SUCH MATERIALS FOR
USE WITHIN YOUR ORGANIZATION, PROVIDED THAT ALL COPIES RETAIN ALL
COPYRIGHT AND OTHER PROPRIETARY NOTICES. MODIFICATION OF THE
PROGRAM'S CONTENT IS A VIOLATION OF MARSH'S COPYRIGHT AND OTHER
PROPRIETARY RIGHTS.
YOU MAY NOT OFFER ANY PART OF THE PROGRAM FOR SALE OR DISTRIBUTE IT
OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO A COMPUTER
NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR
WRITTEN CONSENT OF MARSH. YOU MAY NOT USE THE PROGRAM AND THE
INFORMATION CONTAINED THEREIN TO CONSTRUCT A DATABASE OF ANY KIND
OR TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO
ANY THIRD PARTY. THE PROGRAM MAY NOT BE STORED BY YOU (IN ITS
ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD
PARTY. FURTHERMORE, YOU MAY NOT DISTRIBUTE ANY DATABASE SYSTEMS
CONTAINING DATA OBTAINED FROM THE PROGRAM.
YOU MAY NOT USE ANY OF MARSH'S NAMES OR MARKS IN ANY MANNER THAT
CREATES THE IMPRESSION SUCH NAMES OR MARKS BELONG TO OR ARE
ASSOCIATED WITH YOU OR IMPLY ANY ENDORSEMENT BY MARSH, AND YOU
ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF
THESE NAMES OR MARKS.
4. Marsh will not disclose to any third party any confidential information of your company to
which it may be exposed in the course of providing the services required by this agreement, except
as contemplated by the Statement of Work or in furtherance of insurance brokerage, risk
consultancy, risk financing, risk transfer, employee benefits or other insurance-related services to
be rendered by Marsh to your company, which may include in the normal course of business the
release to insurers and other financial institutions of Confidential Information relevant to the
underwriting and/or evaluation of your risks and the processing of your claims,provided that such
insurers and financial institutions are informed of the confidential nature of such information. The
following shall not be considered confidential information subject to this Section 4: information
that(a) is publicly known prior to disclosure to Marsh hereunder or is publicly known, other than
through acts or omissions of Marsh or its employees or representatives, after disclosure to Marsh
22
herewider; (b)as demonstrated by prior written records,is independently developed by Marsh or is
already known to Marsh at the time of disclosure; (c) is disclosed to Marsh by a third party which
Marsh had no reason to believe had any confidentiality or fiduciary obligation to you with respect
to such information; or(d) is disclosed as required by law. If Marsh is required by law to disclose
any portion of your confidential information, including, without limitation, pursuant to the terms
of a subpoena or other similar document, it shall give prior timely notice of such disclosure to you
to permit you to seek a protective or similar order, and, absent the entry of such an order, Marsh
shall disclose only such confidential information that it is advised by its counsel must be disclosed
by law. The obligations set forth in this Section 4 shall expire two years after termination of this
agreement.
5. This agreement will commence on the date stated in the Compensation Summary included
in the Statement of Work and will remain in effect for an initial term of three years (the "Initial
Term"), unless earlier terminated in accordance with the provisions of this agreement. Upon
expiration of the Initial Term of this agreement (or each successive term as the case may be),
provided you are not in breach of this agreement and are current on all amounts due Marsh under
this agreement, you may renew this agreement for a maximum of three (3) successive one-year
renewal terms ("one-year renewal term") by giving Marsh written notice of your intention to so
renew at least sixty(60)days prior to the expiration of the Initial Term and each such renewal term
and by signing a renewal agreement with Marsh. For each such one-year renewal term, Marsh
shall be entitled to increase the Annual Fee charged to you by eight percent (8%) over the Annual
Fee charged to you in the prior contract year. In addition, you understand and agree that Marsh
will also charge you for any additional Services agreed upon between you and Marsh, upon such
renewal, at Marsh's then current rates. This agreement may be terminated by either party if the
other party breaches any material term and fails to cure the same within thirty days after written
notice thereof from the terminating party. If you so terminate in accordance with the preceding
sentence, the annual services fee shall be pro-rated, and any amount due to either party shall be
paid within 45 days. Upon the expiration or termination of this agreement, you will make no
further use of the Program, will discontinue providing access to and remove all links to the
Program and will either destroy or (if requested by Marsh) return to Marsh all copies of the
Program (including Program Documentation) and will certify in writing to Marsh that you have
done s:,.
At the end of the term of this agreement, Marsh may(but will not be obligated to)
offer you a new license agreement or renewal. If a new license agreement or
renewal is offered, it(1) may be for a different version of the Program than is
licensed pursuant to this agreement, (2) may require additional custom or other
work to be performed to enable you to use the Program (orsuch different version),
(3) may pro via different or additional hardware and/or software requirements
and(4) may be ; . , different terms than is contained in this agreement, including
additional or different fees or other compensation to Marsh. If a new license
agreement or ren ?wal is not offered or you decline to enter into such agreement or
renewal, you will oe required, in accordance with this agreement, to cease using
the Program, inch ding any custom features. In such case and upon written
agreement betwee n you and Marsh, Marsh shall provide such Services to you, as
are mutually agree d therein, for a period not to exceed six (6) months from the
effective date of to mination (the "Transition Period") to facilitate the transition of
your data from the vrogram. All such Services shall be provided to you at Marsh's
23
then current technical services rates. During such Transition Period, any use of or
access to the Program by you and all Services provided by Marsh shall be subject
to the terms of this agreement.
6. You agree to make the payments described in the Compensation Summary included in the
Statement of Work. Payments will be made by you to Marsh on the schedule stated in the
Compensation Summary. Fees for additional services or expenses, if any, will be invoiced
monthly as incurred. If you do not pay an invoice by the later of 45 days after its date or 15 days
after notice that Marsh intends to terminate this agreement for nonpayment, then this agreement
and all your rights hereunder will terminate without further notice.
You shall be liable for any taxes from which you are not legally exempt (including but not limited
to federal manufacturers' and retailers' excise, state and local sales and use taxes, and personal
property taxes),public charges, tariffs, and export and import duties, however designated, and any
interest and penalties thereon, arising from this agreement, the license of the Program to you, its
installation, maintenance or use or the provision of services by Marsh hereunder, other than taxes
based on Marsh's income. Any taxes assessable on your copy of the Program on or after its
delivery to you shall also be borne by you. All such taxes from which you are not legally exempt
shall be included in amounts invoiced to you. You will provide Marsh with a copy of your current
certificate of tax exempt status during the term of this agreement.
7. Marsh agrees to defend, settle, or pay, at its own cost and expense, any claim or action
against you for infringement of any patent, copyright,trade secret, or similar property right arising
from your use in accordance with this agreement of the Program or any other materials furnished
by Marsh under this agreement. Marsh 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 you agree to cooperate with it in doing so. You agree to give Marsh timely
written notice of any threat, warning, or notice of any such claim or action, with copies of all
papers you may receive relating thereto. If the Program or any part of the Program 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,Marsh shall, at its own expense and as your sole remedy
therefor, either: (a)procure for you the right to continue to use the Program; or (b) modify the
Program to make it non-infringing, provided that such modification does not materially adversely
affect your ,mthorized use of the Program; or(c) replace the Program with an equally suitable,
compatible, and functionally equivalent non-infringing program at no additional charge to you; or
(d) if none o f the foregoing alternatives is reasonably available to Marsh,terminate this agreement
and refund to you the payments actually made to Marsh under this agreement. Marsh shall have no
liability to you pursuant to this Section 7 to the extent the alleged infringement is based on a
modification of I!i. Pr(,iram by anyone other than Marsh or use of the Program other than in
accordance with [[, ; wgram Documentation and this agreement or your use of a version of the
Program other th�ni the most recent version provided to you by Marsh.
8. Marsh may Mblicize the fact that your company has purchased a license to the Program.
Marsh may so use [; ,.c name of your company but not its logotype and will not state or imply that
your company endo; scs or recommends the Program. From time to time Marsh may compile and
sell databases of risk management information. You agree that Marsh may include in such
databases the inform,ition to be processed by your copy of the Program,provided that neither the
identity of your conil any nor of any individual claimant will be disclosed in any way. From time
24
to time, Marsh may (and you agree that Marsh may) compile and provide certain subsets of this
anonymous benchmark data to all participating companies.
9. Marsh represents and warrants to you as follows:
(a) that the Program will perform in all material respects in accordance with the
Program Documentation when used on the hardware specified by Marsh for use with the
Program from time to time.
(b) that,to the best of Marsh's knowledge,prior to its delivery to you,the Program will
not contain any programming devices (e.g., viruses,key locks, back doors,trap doors,etc.)
which would (i) disrupt the use of the Program or any system, equipment or software to
which your networks are interfaced or connected; (ii) destroy or damage data or make data
inaccessible or delayed, except for file and purge routines necessary to the routine
maintenance of the Program; or(iii)permit Marsh personnel or other individuals access to
any portion of the Program after having their usual access privileges revoked or suspended.
Marsh will use all reasonable practices and security procedures necessary to avoid
insertion of such devices prior to the delivery of the Program to you and will immediately
remove any such devices so inserted, at Marsh's cost and expense.
Marsh shall not be responsible for:
(i) any inaccuracies caused by your third party computer systems, or any inaccuracies
that such systems may cause within the Program;
(ii) any inaccuracies caused by you entering data into the Program tables through third
party tools or caused by your use of a version of the Program other than the most recent
version provided to you by Marsh;
(iii) any third party applications used by you in conjunction with the Program or which
interface with the Program;
(iv) any data that it receives from you or third party sources, including its accuracy; or
(v) the Program to the extent that it is modified by anyone other than Marsh.
To the extent the Program utilizes Internet systems to transmit data or communications,Marsh will
take reasonable security precautions,but Marsh disclaims any liability for interception of any such
data or communications, including of encrypted data. Marsh shall not be responsible for, and
makes no warranties regarding, the access, speed or availability of Internet or network systems.
Except as may be specifically set forth elsewhere in this Agreement, you agree that Marsh shall
have no responsibility or liability for: (i) any injury or damages arising in connection with access
to or use of the Program by you or your employees other than as authorized by this agreement; or
(ii) any fault, inaccuracy, omission, delay or any other failure in the Program caused by your
computer equipment or arising from use of the Program on such equipment. The content of other
Web sites, systems, products or advertisements that may be linked to the Program is not
maintained or controlled by Marsh. Marsh is not responsible for the availability, content or
accuracy of other Web sites, systems or goods that may be linked to, or advertised on,the Program.
25
Marsh does not: (a) make any warranty, express or implied, with respect to the use of the links
provided on, or to,the Program; (b) guarantee the accuracy, completeness, usefulness or adequacy
of any other Web sites, systems, products or advertisements that may be linked to the Program; or
(c)make any endorsement, express or implied, of any other Web sites, systems, products or
advertisements that may be linked to the Program. Marsh is also not responsible for the reliability
or continued availability of the telephone lines and equipment you use to access the Program. You
acknowledge that Marsh has the right to change the content or technical specifications of any
aspect of the Program at any time at Marsh's sole discretion; provided, that, such changes do not
have a material adverse impact on the functionality of the Program.
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 9 SHALL
BE IN FORCE,AS TO EACH ITEM OF THE PROGRAM, FOR A PERIOD OF ONE YEAR
AFTER IT IS FIRST DELIVERED TO YOU BY MARSH AND, AS TO EACH PUBLISHED
UPGRADE OF THE PROGRAM, FOR THE SAME PERIOD AFTER IT IS FIRST
DELIVERED TO YOU BY MARSH PURSUANT TO THIS AGREEMENT.
OTHER THAN AS STATED IN THIS AGREEMENT AND THE STATEMENT OF WORK,
MARSH MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING ITS QUALITY,
PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE,
OR WITH RESPECT TO ANY SERVICES RELATED TO THE PROGRAM.
10. IN NO EVENT WILL MARSH BE LIABLE UNDER OR IN CONNECTION WITH
THIS AGREEMENT FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER OR THE USE OF
OR INABILITY TO USE THE PROGRAM, OR THE BREACH BY IT OF ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT CONTAINED IN THIS
AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
INCLUDING, BUT NOT LIMITED TO, COSTS INCURRED AS A RESULT OF DECISIONS
MADE IN RELIANCE ON THE PROGRAM, LOST PROFITS OR REVENUE, LOSS OF USE
OF THE PROGRAM OR ANY SOFTWARE OR OTHER PROPERTY, LOSS OF DATA, THE
COSTS OF RECOVERING OR RECONSTRUCTING SUCH DATA OR THE COST OF
SUBSTITUTE SOFTWARE, SERVICES OR DATA, OR FOR CLAIMS BY THIRD PARTIES.
11. IN NO EVENT SHALL MARSH BE LIABLE OR OBLIGATED IN ANY MANNER
UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY AMOUNT IN EXCESS
OF THE PAYMENTS ACTUALLY MADE TO MARSH HEREUNDER. THIS LIMITATION
OF MARSH'S LIABILITY IS CUMULATIVE. ALL OF MARSH'S EXPENDITURES ON
ACCOUNT OF ANY LIABILITY OR OBLIGATION ARISING UNDER THIS AGREEMENT
SHALL BE ADDED TO DETERMINE WHEN THIS LIMITATION OF MARSH'S LIABILITY
IS EXHAU��TED.
12. If you choose to access the Program from outside the United States, you are responsible for
compliance with foreign and local laws. The Program is not available through Marsh or its
affiliates to any person located or organized in, controlled by or who is a national of Cuba, Iran,
Libya, North Korea, Sudan or any other country with respect to which the U.S. has enacted trade
embargoes or any other entity on the U.S. Treasury Department's list of"Specially Designated
Nationals and Blocked Persons" (a "Restricted Entity"). You represent and warrant that you are
26
not a Restricted Entity and are not using the Program for the benefit of a Restricted Entity.
13. The trade names Marsh uses for the Program and the works and elements comprising the
Program are protected by copyrights,trademarks, service marks, international treaties and/or other
proprietary rights and laws of the U.S. and other countries. The Program is also protected as a
collective work or compilation under U.S. copyright and other laws and treaties. You agree to
abide by all applicable copyright and other laws, as well as any additional copyright notices or
restrictions contained in the Program. You acknowledge that the Program has been developed,
compiled, prepared, revised, selected and arranged by Marsh through the application of methods
and standards of judgment developed and applied through the expenditure of substantial time,
effort and money and constitutes valuable intellectual property and trade secrets of Marsh. You
agree to protect the proprietary rights of Marsh and all others having rights in the Program (to the
extent you are permitted to do so by law)during and after the term of this agreement and to comply
with all reasonable written requests made by Marsh to protect its and others' contractual, statutory
and common law rights in the Program. You agree to notify Marsh in writing promptly upon
becoming aware of any unauthorized access or use of the Program by any party or of any claim that
the Program infringes upon any copyright, trademark or other contractual, statutory or common
law rights. All present and future rights in and to trade secrets,patents, copyrights, trade names,
trademarks, service marks, databases,know-how and other proprietary rights of any type under the
laws of any governmental authority,domestic or foreign,including rights in and to all applications,
works of authorship, marks and registrations relating to the Program shall, as between you and
Marsh, at all times be and remain the sole and exclusive property of Marsh. All present and future
rights in and title to the Program(including the right to exploit the Program and any portions of the
Program over any present or future technology) are reserved to Marsh.
Without the specific, written consent by Marsh, you may not cause or authorize any Web site to be
linked to any Marsh Web site utilized in connection with the Program or any internal or subsidiary
page thereof or any other part of the Program, or bring up or present the content of any such Marsh
Web site or other part of the Program within another Web site.
14. Neither party shall have liability for any failure or delay in performance of its obligations
under this agreement because of circumstances beyond its reasonable control, including without
limitation, acts of God, fires, floods, earthquakes, wars, civil disturbances, terrorism, sabotage,
accidents, unusually severe weather, labor disputes, governmental actions,power failures, viruses
that are not preventable through generally available retail products, inability to obtain labor,
material or equipment, catastrophic hardware failures, usage spikes, attacks on Marsh's server, or
any inability to transmit or receive information over the Internet,nor shall any such failure or delay
give either party the right to terminate this agreement.
15. To the extent alloA ,d by law, You agree to indemnify, defend and hold harmless Marsh for and
against any damage, ( )st, liability, expense, claim, suit, action or other proceeding, to the extent
based on or arising in Oiinection with (i) a violation of this agreement by you or your employees
or anyone using your c )niputers; or(ii)any deletions, additions, insertions or alterations to, or any
unauthorized use of, th ! Program by you or your employees or anyone using your computers.
16. Subject to the paym ant annually to Marsh of the applicable fees as set forth in the Statement of
Work, you shall become a Preferred Beneficiary of the Source Code Escrow Agreement dated
April 4, 2002 between 1\i irsh and Iron Mountain Intellectual Property Management, Inc. (the
27
"Escrow Provider"). You shall execute the Preferred Beneficiary Acceptance Form attached to
such Escrow Agreement, a copy of which Preferred Beneficiary Acceptance Form is marked as
Exhibit B and attached to this agreement. The term "Program" shall exclude source code unless
and until it shall be delivered to you pursuant to such Escrow Agreement, whereupon source code
shall be included in the term "Program" and shall be subject to the terms of this agreement.
17. Marsh has obtained a performance bond securing its obligations under this agreement.
18. Marsh shall maintain for the term of this agreement the coverages shown in the attached
Certificate of Insurance.
19. This License and Terms of Agreement takes precedence over any conflicting statement or
provision in the Statement of Work and any other document furnished by Marsh. This agreement,
including all Exhibits hereto,is the complete statement of the agreement of the parties with respect
to the subject matter of this agreement and supersedes all prior oral and written agreements with
respect to the subject matter hereof This agreement may only be amended by the written
agreement of an authorized representative of each party. The validity and construction of this
agreement shall be governed by the laws of the State of Texas applicable to agreements made and
to be performed therein.
Marsh's Statement of Work is valid through 3 years. Your acceptance of this agreement will be
indicated by your signature below.
If the services and terms detailed in this agreement are acceptable,please sign below and return to
Ben Willmann, Marsh USA Inc., 500 N. Akard Street, Suite 2200, Dallas, Texas 75201.
ACCEPTED. N BEHALF OF MARSH USA INC. BY:
g ////0 cy
Name (An officer of Marsh Ris Technologies) Date
Title
ACCE TED ON BEHALF F C O T WORTH BY:
Name ( Dat
Title
MTESTED BY A�utbori zation
_tom
�r k�� I K ► x, �� � APPROVED AS TO -- -
FORM A LEGALITY: 28
ASSISTANT CITY AT ORN Y --
EXHIBIT B
PREFERRED BENEFICIARY_
ACCEPTANCE FORM
Depositor,Preferred Beneficiary and Iron Mountain Intellectual Property Management, Inc. ("Iron
Mountain"), hereby acknowledge that The City of Fort Worth is the Preferred Beneficiary referred
to in the Master Preferred Escrow Agreement effective November 15, 2004 with Iron Mountain as
the escrow agent and Marsh USA Inc. as the Depositor. Preferred Beneficiary hereby agrees to be
bound by all provisions of such Agreement.
Depositor hereby enrolls Preferred Beneficiary to the following account(s):
Account Name Deposit Account Number
STARS 16082-1301359
Notices and communications to Preferred
Beneficiary should be addressed to: Invoices should be addressed to:
Company Name: The City of Fort Worth Marsh USA Inc.
Address:1000 Throckmorton 500 West Monroe St.
Fort Worth, TX 76102 Chicago, IL 60661-3650
Designated Contact: Contact: Debbie Ladendorf
Telephone: 7 7 e
Facsimile: P.O.#, if required:N/A
E-mail:
The City of Fort Worth Marsh USA Inc.
Preferred Beneficiary Depositor
By: Aegy g By:
Name:gS W"f ^r Name:
.O.U.d6Ar Title:
Date: or, 00F* oy Date:
Iron Mountain Intellectual Property
Managem C.
By-
Name: J la/I
Titl
Date:
29
Exhibit C
The STARS Implementation Process
The STARS Implementation process is broadly organized by the four major phases of project
management: Initiate,Plan,Execute, and Close. In each of these phases,there are deliverables and
sub-deliverables with their associated activities and work products. These deliverables and
activities mirror the structure of the STARS Implementation Project Plan, a Microsoft Project
document that will be provided to City of Fort Worth by the Marsh Project Manager.
STARS has created standard implementation tools based on project management best practices as
well as best practices from STARS implementation specialists. For each deliverable or
sub-deliverable, a list of related files and form templates applies. STARS Project Managers are
trained in using these files and form templates for facilitating the four phases of the
implementation. These files and form templates will ultimately make up the work products of the
implementation, and in many cases will serve as deliverables.
Work Products
The term "Work Product"means those literary works or other works of authorship in any form
(such as programs, program listings,programming tools, documentation, or reports), which result
from the project. Work Products may be included in activities or tasks within the overall Project
Plan and are performed by either Marsh or City of Fort Worth. Work Products are not
Deliverables unless identified as such in the appropriate Section of this Statement of Work. A
Work Product is not subject to the Deliverable Materials Review Procedure specified in this
document unless the Work Product is also a Deliverable.
Deliverables
A "Deliverable Material" or "Deliverable" is a key Work Product(or composition of Work
Products),requiring the approval of City of Fort Worth prior to proceeding to the next phase of the
Project. Deliverable Materials are subject to the Deliverable Materials Review Procedure
specified in this document. MARSH and City of Fort Worth responsibilities for completion of the
listed Deliverables are indicated within each Deliverable description. "Perform,"indicates that the
listed entity is responsible for completion of the portion of the Deliverable described; "Assist,"
indicates that the entity will assist in completion of the work on the respective Deliverable.
Project Phases
The Project phases are:
Initiate Phase: The Initiate phase creates high-level requirements for future capabilities and
business performance.
Plan Phase: Once the high-level requirements are documented and understood, the Plan phase
uses industry best practices to define in more detail the requirements for the future processes,
30
organization, and I.T. infrastructure. The Plan phase creates detailed specifications to support
the changes necessary to enable the STARS program at City of Fort Worth.
Execute Phase: The Execute phase creates a programmed and tested solution that is ready for
production. The solution is migrated to production in the Execute phase.
Close Phase: The Close phase is to indicate successful completion of all items in the
Statement of Work, document ways to enhance the implementation process, and to formalize
the end of the implementation for City of Fort Worth and the entire project team. At this time
City of Fort Worth will begin utilizing the Ongoing Services provided in the Statement of
Work.
Change Management Procedures
The following process will be utilized if a change to this Statement of Work is required:
1. A Project Change Request will be the vehicle for communicating change. The PCR will
describe the change;the rationale for the change and the effect the change will have on the
Proj ect.
2. The Project Manager of the requesting party will review the proposed change and
determine whether to submit the request to the other Party.
3. MARSH shall promptly and in good faith evaluate any PCR received from City of Fort
Worth. MARSH will specify any charges for such evaluation. If the evaluation is
authorized, the Project Managers will sign the PCR that will constitute approval for the
evaluation charges. MARSH will invoice City of Fort Worth for any such evaluation
charges.
4. Upon request by City of Fort Worth, MARSH will provide City of Fort Worth with: (i) a
written estimate of the cost of making a change described in a PCR; (ii) an estimate of the
resources to be provided by each Party to complete the change described in a PCR; (iii)the
Services to be provided by MARSH in connection with the change described in a PCR; (iv)
proposed time schedules or targets for implementation of the change described in a PCR;
and (v) reports, completion criteria, and testing methodology.
5. A written Project Change Request must be signed by both Parties to authorize
implementation of the evaluated changes.
31
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/28/2004
DATE: Tuesday, September 28, 2004
LOG NAME: 13PO4-0175 REFERENCE NO.: **P-10018
SUBJECT:
Purchase of Risk Management Information Software (Stars Software License) from Marsh USA Inc.
for the Risk Management Division, Finance Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the purchase of Risk Management Information Software (Stars Software license)
from Marsh USA Inc., using the State of Texas CISV (Catalog Information Systems Vendor)
contract provisions; and
2. Authorize an initial contract period of three years (continually renewable through annual
maintenance payments) with a total first year cost of $184,850; and
3. Authorize the maintenance agreement to begin October 1, 2005, (first year free) and expire
September 30, 2007, with an annual cost of$28,900 for each of the two years.
DISCUSSION:
The City's Risk Management function has become increasingly complex and financially sensitive over the
past few years. Risk Management processes have become hampered by antiquated and disparate software
support systems.
The Finance Department solicited and received five (5) bids for this project. Based upon a detailed
examination of each bid and presentations by each vendor, the review team selected Marsh USA Inc. as
being the best value system to meet the City's Risk Management Information software needs. Marsh was
selected based upon its superior features, reporting capabilities, anticipation of a seamless transition,
financial stability and established client base. It also had superior value-added features including the linking
capability to our GIS system, Loss Triangle reporting, pivot tables and graphic representation of reports.
The Risk Management information software will include all facets of Incident Reporting, Claim and Lawsuit
Management, Risk Exposure and Property Management. The contract provisions include the software cost,
data conversions, customization, configuration of screens and processes, installation, training, testing and
rollover into production. The contract price also includes necessary software enhancements and
modifications for the first year and an interface into the financial system to prepare and process payments
for claims. Maintenance funding for the system in year one is not required; the cost for year two and three is
$28,900/year.
BID TABULATION -See attached tabulation
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RENEWAL OPTIONS -
This agreement may be renewed for up to two successive one-year terms at the City's option. This action
does not require specific City Council approval provided that the City Council has appropriated sufficient
funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Insurance Fund.
BQN\04-0175\VVW
TO Fund/Account/Centers FROM Fund/Account/Centers
FE71 539120 0137130 $184,850.00
Submitted for City Manager's Office bv: Richard Zalava (Acting) (8511)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
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