HomeMy WebLinkAbout374552 FUJITSU CONSULTING INFORMATION - CONTRACT - CONTRACT - 5508680PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by
and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation,
hereinafter referred to as the "City" and FUJITSU CONSULTING INC., a Delaware
Corporation, hereinafter referred to as "Professional'.
W ITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is
agreed by and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in
accordance with the scope of services attached hereto as Exhibit "A", consisting of four (4)
pages, and incorporated herein by this reference. In the event of any inconsistency or
ambiguity, the terms of this Agreement shall control.
2. The Work Schedule. The services to be performed pursuant to this
Agreement shall be performed in accordance with the Activity Schedule contained in
Section I.c. of Exhibit "A"; commencement shall begin January 9, 2006 and be complete
as of end -of- day January 27, 2006; or as determined by the designated Project Manager
for the City.
3. Early Termination by City. Notwithstanding the time periods contained
herein, the City may terminate this Agreement at any time without cause by providing
written notice of termination to the Professional. Such notice shall be delivered at least
fifteen (15) days prior to the termination date contained in said notice unless otherwise
agreed in writing by the parties. All notices provided under this Agreement shall be
effective when mailed, postage prepaid and sent to the following addresses:
Professional Services Agreemen"anuary, 2005
1
EXHIBIT A
SCOPE OF WORK
Overview
CFC is getting ready to upgrade their current EnterpriseOne 8.11 DV environment to
EnterpriseOne 8.11 SP1. CFC is requesting support in a variety of the upgrade tasks from
Fujitsu. The following upgrade activities are those requested of Fujitsu in support of CFC's
upgrade project.
Fujitsu recognizes the significant effort that CFC has put forward in training resources and setting
up functionality in their current environment. Fujitsu will work with CFC resources to assist them
in upgrading their current installation to EnterpriseOne 8.11 SP1.
Fujitsu will provide a mentoring approach for the CFC CNC resource(s) to allow them to learn the
net changes and process for additional environment upgrade on their own. By taking this
approach, CFC is taking responsibility for their Upgrade including the testing, timing and
milestones.
1. Statement of Work
Fujitsu has been retained to provide the leadership and expertise for the EnterpriseOne 8.11 SP1
Upgrade project being done by CFC. Since Fujitsu's efforts are focused on mentorship, process
leadership and assistance, it has been agreed that CFC will have the overall accountability for the
performance of the schedule, and budget with respect to client resource coordination and
activities, and the end deliverables of this engagement. As such, Fujitsu plans to
lead/assist/mentor/do the following key activities based on the proposed staffing model and the
anticipated level of assistance to the extent it can be accomplished within CFC's budget
commitments and CFC's execution of this effort.
a. Key Activities and Services
1 } Key Tasks:
• Fujitsu will provide consulting staff augmentation in support of the CFC Upgrade to 8.11
SP1.
• Initial upgrade of a single 8.11 environment to 8.11 SP1 including mentoring CFC CNC
resource(s) in the process involved (8.11 path code and 8.0 business data and control
tables)
• Install EnterpriseOne 8.11 SP1 Web Server on existing hardware including mentoring
CFC CNC resource(s) on the process involved.
• Assist CFC in the design of the processes necessary to upgrade subsequent
environments
• Mentor CFC resources on MSDE, Change Assistance and Data Dictionary Visual
Merge
2) Key Deliverables:
• Operational EnterpriseOne 8.11 SP1 Installation for a single environment
• Weekly status reports
• Daily Issues and resolution memo (included in Weekly Status Reports)
• All PeopleSoft produced install reports
b. Roles and Responsibilities
The following are the roles and responsibilities for the project. One person could play more than
one role during the different phases or activities of this project.
Fujitsu CNC
Upgrade from 8.11 to 8.11 SP1
Consultant
• Pre -Upgrade Audit — Determine readiness
and completion of Pre -Upgrade Planning
tasks
• Installing the base code on the Deployment
Server
• Create Upgrade Plan
o Identification and setup of all servers
for EnterpriseOne
o Defining and setting up EnterpriseOne
data sources
o Defining and setting up EnterpriseOne
environments
o Verifying all plan components
o Running all plan reports
• Run Upgrade Workbench
o Pre Workbench tasks
o Configuring and installing locations
o Configuring and installing data sources
o Configuring and installing
environments
o Configuring and installing machines
o Configuring and installing control tables
o Configuring and installing packages
o Configuring and installing remote
locations (if any)
o Finalize the workbench and run last
verification reports as defined by the
install manual
• Installing Enterprise Server
o Compiled Path Codes
o Services
o Running of portlest and other verifying
tests.
o Setting up Server printers
• Post Upgrade Conversions
• Install Latest Tools (Service Pack)
• Install any Key ESU's
• Build Full Package (client and server)
• Install System Administration Workstation
• Basic Security for Setup Testing
• Post Upgrade Audit
o Printing and storing of Plan reports
o Brief Diagram of initial EnterpriseOne
Configuration
o Export of mappings for all system and
server maD
Role ITeam Expected Involvement Expected
Member Commitment
o Export of initial security setup
o Backup and printed hard copies of all
Enterprise Server .ini's, workstations
ini's and the Deployment server ini's
Fujitsu CNC Install the Web Server & Mentor Net Change 40 Hours
Consultant • Install the Oracle J.D. Edwards Web
Server
• Configure HTML Generator
• Verify ini Settings
• Test Environment(s) and Access
• Package Build Process — including Web
Generation
c. Fees and Charges
Hourly Rate Fees: Fujitsu shall be paid based on the following rates for actual work performed
for the Upgrade to 8.11 SP1. Fees are payable in accordance with the Fujitsu Rate structure
chart below. All charges will be billed to CFC on a time and materials basis.
d. Assumptions
The following assumptions are outlined as the basis for Fujitsu and Media News Group to be the
most productive and successful in completing this effort. If any assumptions become invalid,
Fujitsu will roo mptly notify CFC regarding impacts and escalate awareness to assist the Media
News Group Project Manager in risk mitigation.
1) City of Fort Collins Professional Services Agreement will be executed by both parties
prior to the beginning of any project work.
2) Upgrade activities will occur at a single location
3) Hours assisting the client with troubling shooting and issues resolution unrelated to the
defined scope and deliverables will be considered out of scope and may result in
incremental T&M charges at the hourly rate for the specified role as defined in the rate
table.
4) CFC is committed to the success of this project and will accordingly assure that all
necessary resources including personnel will be available when needed by Fujitsu. CFC
will also make timely decisions to support proposed timeline.
5) CFC will provide the necessary building access, workspace, telephones and system
access for the Fujitsu team member(s). These items should be prepared in advance of
the consultant(s) arriving.
6) In addition to the exclusions contained within the body of this agreement, the following
items are considered outside of the scope:
. Business process reengineering
. Application training
. Best practice evaluation
. Hardware sizing recommendations
. Development or retrofitting of any code
. Project management
. Application testing
. Upgrade of any dependent 3rd Party software products
7) EnterpriseOne software and all necessary hardware (available servers, networking, etc)
is the responsibility of CFC. These items will be ready, available, and working prior to the
arrival of the Fujitsu CNC Consultant.
8) CFC will have installed all software Minimum Technical Requirements on the servers in
accordance with the most recent information from Oracle's web site prior to the arrival of
the Fujitsu CNC Consultant.
9) CFC will be responsible for the creation and management of the Technology Project Plan
for this upgrade project.
10) CFC will have their Network, Unix, Windows and Oracle administrator(s) available during
normal business hours.
11) CFC will have the appropriate administrator passwords available for Windows, Unix,
Oracle and EnterpriseOne to the Fujitsu CNC Consultant.
12) CFC will have a resource knowledgeable in their EnterpriseOne 8.0 and 8.11 installations
available to answer any questions in relation to the upgrade to EnterpriseOne 8.11 SP1.
13) CFC is responsible to run any validation or integrity reports they deem necessary before
and after the upgrade to EnterpriseOne 8.11 SP1 and CFC will validate a successful
upgrade.
14) CFC is responsible for retrofitting or rebuilding of any interfaces or custom objects.
15) Time estimates for the upgrade are based on the assumption that the following
prerequisites are completed by the CFC prior to the Fujitsu consultant's arrival.
16) The client will have in their possession the correct version of the Oracle EnterpriseOne
8.11 SP1 and WebSphere software.
17) CFC will have all necessary ESU's/ASU's/Service Packs applied to their system needed
for the upgrade (if necessary). Fujitsu Consulting will lead the installation of the planner
ESU, 8.95 SP1, and all SP1 related ESU's while the CNC resource is on site.
18) The client will have tested that they can successfully backup and restore all objects and
data for all servers in their EnterpriseOne installation.
19) The client will have adequate space on their existing hardware to accommodate the
upgrade.
20) CFC will have posted all transactions in their Production Environment, prior to the
creation of the copied Production Environment.
21) The client will have backed up all data for their Production Environment once all
transactions have been posted. This will be necessary for creating the copy of the
Production Environment.
22) The Web Server installation is for the Oracle J.D. Edwards Oracle Web Server only and
not the Collaborative Portal.
23) The Web installation is for a single web server with no load balancing or network
implementation.
Professional:
City:
With Copy to:
FUJITSU CONSULTING INC.
CITY OF FORT COLLINS
CITY OF FORT COLLINS
INFORMATION
PURCHASING DIVISION
110 CHESHIRE LN #300
TECHNOLOGY DIVISION
PO BOX 580
MINNEAPOLIS, MN 55305
PO BOX 580
FORT COLLINS, CO 80522
FORT COLLINS, CO 80522
ATTN: ED BONNETTE
ATTN: Legal Counsel
ATTN: MICHELLE
McDONOUGH
In the event of any such early termination by the City, the Professional shall be paid for
services rendered prior to the date of termination, subject only to the satisfactory
performance of the Professional's obligations under this Agreement. Such payment
shall be the Professional's sole right and remedy for such termination.
4. Design, Project Indemnity and Insurance Responsibility. Subject to
Section 13 hereof, the Professional shall be responsible for the quality, technical
accuracy, timely completion and the coordination of all services rendered by the
Professional, including but not limited to designs, plans, reports, specifications, and
drawings and shall, without additional compensation, promptly remedy and correct any
errors, omissions, or other deficiencies. The Professional shall indemnify, save and
hold harmless the City, its officers and employees in accordance with Colorado law,
from all damages whatsoever claimed by third parties against the City; and for the
City's costs and reasonable attorneys fees, arising directly or indirectly out of claims
asserted by any unaffiliated third party based on the Professional's negligent
performance of any of the services furnished under this Agreement. The Professional
shall maintain commercial general liability insurance in the amount of $500,000
Professional Services Agreement —January, 2005
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combined single limits, and errors and omissions insurance in the amount of N/A.
5. Compensation. In consideration of the services to be performed
pursuant to this Agreement, the City agrees to pay Professional on a time and
reimbursable direct cost basis according to the following schedule:
Hourly billing rates: $180.00/HR
Reimbursable direct costs: NOT TO EXCEED $2500.00
with maximum compensation (for both Professional's time and reimbursable direct costs)
not to exceed TWENTY-FOUR THOUSAND ONE HUNDRED DOLLARS ($24,100.00).
Monthly partial payments based upon the Professional's billings and itemized statements
of reimbursable direct costs are permissible. The amounts of all such partial payments
shall be based upon the Professional's City -verified progress in completing the services
to be performed pursuant hereto and upon the City's approval of the Professional's
reimbursable direct costs. Final payment shall be made following acceptance of the work
by the City. Upon final payment, all designs, plans, reports, specifications, drawings and
other services rendered by the Professional shall become the sole property of the City.
6. City Representative. The City will designate, prior to commencement of
work, its project representative who shall make, within the scope of his or her authority,
all necessary and proper decisions with reference to the project. All requests for contract
interpretations, change orders, and other clarification or instruction shall be directed to
the City Representative.
7. Weekly Report. Commencing seven (7) days after the date of execution
of this Agreement and every seven (7) days thereafter, Professional is required to
provide the City Representative with a written report of the status of the work with respect
Professional Services Agreement —January, 2005
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to the Scope of Services, Work Schedule, and other material information. Failure to provide
any required weekly report may, at the option of the City, suspend the processing of any
partial payment request.
8. Independent Contractor. The services to be performed by Professional are
those of an independent contractor and not of an employee of the City of Fort Collins. The
City shall not be responsible for withholding any portion of Professional's compensation
hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or
for any other purpose.
9. Personal Services. It is understood that the City enters into this
Agreement based on the special abilities of the Professional and that this Agreement
shall be considered as an agreement for personal services. Accordingly, the
Professional shall neither assign any responsibilities nor delegate any duties arising
under this Agreement without the prior written consent of the City.
10. Acceptance Not Waiver. Subject to the provisions of this Agreement, the
City's approval of drawings, designs, plans, specifications, reports, and incidental work or
materials furnished hereunder shall not in any way relieve the Professional of
responsibility for the quality or technical accuracy of the work. The City's approval or
acceptance of, or payment for, any of the services shall not be construed to operate as a
waiver of any rights or benefits provided to the City under this Agreement.
11. Default. Each and every term and condition hereof shall be deemed to be a
material element of this Agreement. In the event either party should fail or refuse to
perform according to the terms of this agreement, such party may be declared in default.
12. Remedies. In the event a party has been declared in default, such
Professional Services Agreement —January, 2005
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defaulting party shall be allowed a period of ten (10) days, after receipt of notice specifying
the particulars of such default, within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement
and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non -
defaulting party commences legal or equitable actions against the defaulting party, the
defaulting party shall be liable to the non -defaulting party for the non -defaulting parry's
reasonable attorney fees and costs incurred because of the default.
13. Warranties; Disclaimers; Limitations.
With respect to any deliverable or other services, excluding any materials provided
by the City or any third party, Professional warrants for a period of thirty (30) days
following final acceptance by the City of the particular deliverable or the performance of
such other services (the "Warranty Period") that (a) the applicable services rendered
hereunder will be performed by qualified personnel and (b) the deliverable or services
will materially conform to the specifications, if any, and/or acceptance criteria, if any, for
the specific corresponding deliverables or services as set forth and agreed to in the
applicable work schedule (or other document serving a similar function). In the event that
any deliverable or service fails to conform to the foregoing warranties in any material
respect, Professional, at its expense, shall have the right and obligation to cure such
failure as soon as reasonably practical. If Professional is unable to cure such failure
within a commercially reasonable period of time, the City may pursue its remedy at law
to recover direct damages resulting from the breach of the limited warranties, subject to
the limitations set forth in Section 8 hereof. These remedies are the exclusive remedies
Professional Services Agreement —January, 2005
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and Professional's only obligation for breach of the warranties contained in this Section.
Professional does not warrant that any deliverable will operate uninterrupted or error -
free, provided that Professional shall remain obligated pursuant to this Section. The
foregoing warranties are expressly conditioned upon (i) the City providing Professional
with prompt written notice during the Warranty Period of any claim hereunder, which
notice must identify with particularity the non -conformity; (ii) the City's cooperation with
Professional in all reasonable respects relating thereto, including assisting Professional
to locate and reproduce the non -conformity; and (iii) with respect to any deliverable, the
absence of any alteration or other modification of such deliverable by anyone other than
Professional. The foregoing warranties will not apply if the alleged breach of warranty is
due to third party hardware, software and any other services or goods supplied by third
parties (including the City) not conforming to their respective technical, functional and
performance specifications and criteria, and Professional shall have no liability or
obligation as a result thereof. Professional does not warrant and is not responsible for
the products or services of any third party.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, PROFESSIONAL DOES NOT
MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH
WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE.
In the event that the City asserts any claim for warranty services hereunder and
such claim relates to any matter that, after subsequent investigation, the parties agree is
Professional Services Agreement —January, 2005
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not Professional's responsibility hereunder (including any problem with the City's
computer hardware or the software that was not caused by any services performed by
Professional), the City will be responsible to pay Professional for all evaluation,
correction or other services performed by Professional relating to such claim on a time
and materials basis at Professional's then standard billing rates.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR
ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, OR PUNITIVE
DAMAGES OF ANY KIND OR NATURE WHATSOEVER, EVEN IF SUCH PARTY HAS
BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR
SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SUCH
PARTY.
Except for any indemnification liability of Professional under Section 4 hereof, in
no event shall the liability of Professional to the City arising out of, related to or in
connection with this Agreement, the services or any deliverables exceed, in the
aggregate, Seventy Five Thousand Dollars ($75,000). In no event shall the liability of
the City to the Professional exceed compensation due and owing to the Professional
pursuant to paragraph 5 of this Agreement.
The limitations set forth above shall apply whether in an action based on
contract, warranty, strict liability, statute or tort (including, without limitation, negligence)
or otherwise. The parties agree that this Agreement is solely for the benefit of the
parties hereto and no provision of this Agreement shall be deemed to confer upon any
other person or entity any remedy, claim, liability, reimbursement, cause of action or
Professional Services Agreement —January, 2005
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other right whatsoever. The parties have agreed that the limitations specified in this
Section 13 will survive and apply even if any limited remedy specified in this Agreement
is found to have failed of its essential purpose; represents an allocation of risk between
the parties; and is an essential and material part of this Agreement.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes
the entire agreement between the parties and shall be binding upon said parties, their
officers, employees, agents and assigns and shall inure to the benefit of the respective
survivors, heirs, personal representatives, successors and assigns of said parties.
14. Law/Severability. The laws of the State of Colorado shall govern the
construction, interpretation, execution and enforcement of this Agreement. In the event
any provision of this Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision of this Agreement.
[SIGNATURES ON FOLLOWING PAGEI
Professional Services Agreemen"anuary, 2005
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THE CITY OF FORT COLLINS, COLORADO
By:
Jame B. 'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
DATE: / / S �%
c11_117m I r%nNci a rnmr_ IM1%
Date: 1 s
ATT T:
C rporate Secretary
Professional Services Agreemen"anuary, 2005
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