Loading...
HomeMy WebLinkAbout521093 MS GOVERN - CONTRACT - RFP - 7470 SALES TAX SOFTWARE (2)DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 AMENDMENT No. 1 TO SOFTWARE LICENSE, IMPLEMENTATION AND SUPPORT AND MAINTENANCE AGREEMENT THIS AMENDMENT NO. 1 to the Software License, Implementation and Support and Maintenance Agreement (the "Amendment") is dated and made effective on February 23, 2015, by and between the MS Govern, a Division of N. Harris Computer Corporation ("Consultant") and the City of Fort Collins ("Organization"). RECITALS WHEREAS, the parties have entered into the Software License, Implementation and Support and Maintenance Agreement effective May 31, 2013, (the Agreement); and WHEREAS, the parties desire to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the foregoing and the premises and mutual covenants hereinafter contained, the parties hereto agree as follows: Recitals: Defined Terms. The Recitals set forth above are true and correct in all material respects and are hereby incorporated into this Amendment by reference. Capitalized terms used in this Amendment (including, without limitation, the Recitals set forth above) but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement. 2. Amendments The following amendments to the Agreement are made: 2.1. Section 3.1 is replaced in its entirety with the following: 3.1 The Consultant's Services In order to achieve the Completion of Services, the Consultant agrees, subject to the terms and conditions of this Agreement, to perform the following services (the "Services") for the Organization: (a) Oversee and implement the conversion from the Organization's existing software applications to the Consultant's Software substantially in accordance with the timetable attached hereto as Schedule "B" and as outlined in Schedule "E". (b) Perform necessary set up and configuration operations, perform initial testing and parallel testing in accordance with the timetable attached hereto as Schedule "B" and as outlined in Schedule "E". (c) Provide the training substantially in accordance with the timetable attached hereto as Schedule "B" and as outlined in Schedule "E". (i) Consultant recommends a maximum of eight (8) people in each training class for optimal training. In any training class exceeding eight (8) people, Organization may be assessed an additional charge for additional instructors. (ii) Organization is required to make copies of the training manuals required for the training classes either by photocopy or electronic Contract Amendment 1 7470 Sales Tax Software Page 1 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Perform configuration, including workflows and fields, on license types assigned to Consultant as outlined in Section A. • Perform data conversion on data sources for above assigned license types. ■ Unit test the configuration and data conversion before acceptance testing. ■ With Organization staff, perform acceptance testing of the configuration against the Fit Analysis and correct deficiencies. ■ Train Organization staff on: o User functionality o Administrative functionality • Assist the Organization in preparing for go -live ■ Assist the Organization with go -live Organization Scope of Work is defined as follows: • Configure existing hardware as needed to function with Organization network. ■ Install/configure required software, operating systems, etc. ■ Work with Consultant staff to establish connectivity to the existing Govern Database. • Attend all training sessions: o Trainers training sessions o Administrative training sessions • Work hand -in -hand with Consultant staff to learn how to configure license types. ■ Analyze all required reports and document requirements. ■ Develop all required reports using Crystal Reports or SQL Server Reporting Services (SSRS). ■ Test all required reports in preparation for Go -Live. ■ Accept all required reports. ■ Analyze all assigned license types and document requirements. ■ Setup all above assigned license types. • Test all assigned license types in preparation for Go -Live. ■ Accept all license types. ■ Manually enter the data for specific license types as indicated in the Data Conversion column of the above table of license types. ■ Configure additional screens as required by Organization staff. ■ Configure additional searches as required by Organization staff. • Configure required dashboards. ■ Take the lead on acceptance testing the application, functionality, searches, and more. ■ Prepare for Go -Live. • Go -Live. Contract Amendment 1 7470 Sales Tax Software Page 10 of 40 DocuSlgn Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 C. Project Documentation The Organization will be receiving the following electronic tools: ■ Entity Relationship Diagram (MS Visio and PDF format) ■ Data Dictionary (included in database table SY_DICT_DESC) • Administrator Guide (PDF format) ■ User Guide • Training Agendas (MS Word or PDF format) D. Training Details Due to the importance of the hands-on approach and users' interaction, all Consultant training sessions are performed at the Organization's training facility and on the Organization's hardware. Class sizes are typically limited to a maximum of ten (10) people in order to ensure effective participation. The Consultant has provisioned to provide training to the following Organization groups: • Project Team ■ IT Personnel (Technical & Administrative Resources) • Trainers E. Acceptance Testing Consultant will assist Organization with Acceptance Testing by providing guidance throughout the testing process and assistance with interpretation of test results. F. Software Enhancements The following enhancement will be provided: Upon issuing a license in Business License, provide the ability to automatically insert a Business Tax account with the associated details as described below: Internal 1. Staff accepts application 2. Staff searches system for na_id. a. If an na_id already exists, staff starts license process b. If na_id does not exist, staff creates new name and address record in licensing module 3. Workflow started in licensing module. 4. Staff reviews and enters application and completes workflow to issue license. 5. Upon completion of last activity step to issue license, the trigger occurs to create the st id in SRT. 6. The account number in SRT is the SAME account number as the one assigned in the licensing module. 7. The information on the Name and Address form and the Self Reported Tax form are automatically populated in SRT based on the information entered in licensing module. 8. If an na_id already exists and the vendor already has SRT accounts, the system would automatically create an additional SRT account under the master name record (example Contract Amendment 1 7470 Sales Tax Software Page 11 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 — multiple locations) 9. Staff sends license eGovern 10. Sales Tax Application completed online within eGovern. a. Na—id created - I believe SRT and Licensing share an na_id 11. If an na_id already exists then the new license is applied for from an existing eGovern profile The na—id would always come from the profile. 12. Workflow started in licensing module 13. Staff reviews application, completes workflow to issue license 14. Upon completion of last activity step to issue license, the trigger occurs to create the st id in SRT 15. The account number in SRT is the SAME account number as the one assigned in the licensing module. 16. The information on the Name and Address form and the Self Reported Tax form are automatically populated based on the information in the application 17. If an na id already exists and the vendor already has SRT accounts, the system would automatically create an additional SRT account (example — multiple locations) 18. Vendor notified via automatically generated email that license has been approved 19. Staff sends license 5. COST DETAILS A. Professional Services Below is a summary of the Professional Services that will be provided by Consultant: PROFESSIONAL SERVICES DETAILS Implementation Services Location Project Management On -Site & Off -Site Project Scope Analysis and Documentation On -Site & Off -Site Business Process Gap Analysis and Requirements Assessment On -Site Fit Anal sis Report Off -Site Data Conversion Analysis & Mapping On -Site & Off -Site Customizations / Modifications Analysis and Documentation On -Site & Off -Site Business Rules Configuration Off -Site Data Conversion Services Off -Site Train the Trainer Training On -Site Application Administration Training On -Site Technical Team Training On -Site Acceptance Testing & Corrections On -Site & Off -Site Contract Amendment 1 7470 Sales Tax Software Page 12 of 40 DocuSign Envelope ID: 85E7EF5C-A8994DAC-B171-817A59345017 Go -Live Support On -Site & Off -Site Below is a summary of the Professional Services hours and associated costs to deliver the services outlined in sub -section A of Section 4 of this SOW: Consultant Services Project Hours Costs Professional Services Total 934 $154,110 ESTIMATED TRAVEL COSTS Estimated Travel Expenses 1 $12 000 B. Project Constraints and Assumptions In its pricing, Consultant has made the following assumptions: GENERAL ASSUMPTIONS 1. Consultant listed below any assumptions used to prepare the costs and has provided other assumptions within the individual Sections. 2. When future Govern Software and/or services are acquired and/or requested by the Organization, Consultant will provide the associated details and assumptions. 3. This Proposal is inclusive of the costs of the Govern Software, installation, implementation, configuration, training, and maintenance as described elsewhere in this Proposal. 4. Govern Software pricing is free on board (F.O.B.) Organization address. 5. The standard working day is 8 hours, Monday to Friday with the exception of Consultant's and Organization's observed statutory holidays. FACILITIES AND ACCESS ASSUMPTIONS 6. At no charge to Consultant, the Organization needs to establish a work environment (preferably close to Organization's Project Manager and project Team) for the Consultant project personnel while providing their On -Site assignments. This work environment usually includes accommodations and workspace, desks, telephone lines, internet and computer systems connectivity, access to conference rooms for project - related meetings, and any hardware and/or software resources required for the project. Consultant Team personnel will provide their own laptops with internet connectivity capability. 7. As per Organization's coordinated security policies and procedures, the Consultant Team will have access to Organization's information system resources and designated work areas to support required operation, maintenance, and production activities throughout the project implementation. 8. As quickly as procedures permit, the Organization needs to provide the Consultant Project Manager with relevant technical details, excluding confidential information, of existing systems details: servers, hardware details, operating systems, mainframe, databases, LANs, Intranet, and other systems. Contract Amendment 1 7470 Sales Tax Software Page 13 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 9. The Organization's project members will have access to the Organization's current system(s), policies, and procedures. The lack of access to such resources may adversely affect the project schedule and costs. 10. The training facility (or facilities) should be equipped for the right number of training attendees plus an additional workstation for the instructor with proper access to the training database. 11. The training facility (or facilities) needs to have LCD Projector, Flip Chart, White Board and appropriate markers. RESOURCES ASSUMPTIONS 12. The Organization needs to provide project resources based on a preliminary project organizational chart that will further be defined during the project planning and initiation stage of this Phase. 13. The Organization must provide the following resources based on the tasks identified in the project plan and/or as agreed to by both Project Managers: A. Project Manager B. Business Experts C. Business Managers which should be available to provide support to the project and project team and make the appropriate decisions in a timely manner especially during the Fit Analysis and Acceptance Testing sessions. D. Data Conversion Specialist to assist in the data conversion analysis and mapping. This resource(s) must have previous experience and working knowledge with the existing data sources from both the backend and the user interface perspectives. E. IT resources (database administrator, desktop and network resource, etc.) will be requested when required. F. Testers especially during the Acceptance Testing process but the business experts that participated in the Fit Analysis would perform the testing due to their gained knowledge of the application and their intimate knowledge of the business process that were defined during the Fit Analysis session. Organization resources could handle multiple functions listed above. 14. Based on the Project Scope and Planning sessions and for any potential delays imposed by Organization, Consultant might request additional Organization resources to help progress with the project according to the set schedule. HARDWARE, DATABASE, OPERATING SYSTEMS, DESKTOPS AND NETWORKING ASSUMPTIONS 15. Required Hardware (Desktops, Servers, Scanners, etc.) and Network components are supplied by the Organization and are properly operational prior to the start of the first project activity. 16. The Organization is responsible for providing any third party software (Operating System, RDBMS, WEB software, Microsoft Office Product, Melissa Data Mailer, etc.) that might be required to run any type of environment unless otherwise stated elsewhere our Proposal. 17. The Organization must follow the Consultant's recommended environments (operating system version, patches, RDBMS, hardware (servers and client) configuration, etc.) to Contract Amendment 1 7470 Sales Tax Software Page 14 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 run the Govern Software or request Consultant's written consent to changes to the proposed requirements made by the Organization. 18. Latest patches must be applied to all third party requirements (RDBMS, OS, etc.). 19. During the project implementation, the Organization is responsible for providing the following: A. System administration and housekeeping on hardware, operating systems and network for the new systems. B. Database services diagnosis, performance and resolution related to the Govern Software and other software during the project implementation. C. Database maintenance tasks as these include but not limited to, tasks associated with the creation, modification and problem resolution of table, view, index, space, and security within the different databases. D. Setup servers with recommended operating systems and backup software. E. Ongoing day-to-day operational requirements like backups, patches, reboots, etc. F. Network is accessible and operational. G. Servers are available for the necessary deliverables. 20. Consultant assumes that prior to the start of every project activity; the Govern Software environment is made operational by the Organization for each of those activities as set by the project plan. SOFTWARE ASSUMPTIONS 21. Based on factors such as population, accounts, users, etc., Consultant has priced its software and services. 22. Consultant's proposed Software includes Crystal Reports run-time version. 23. If the Organization wishes to develop new reports and/or modify existing ones, then Crystal Reports Full Version is required. 24. Any eCommerce transactions will utilize the same integration provided through the Harris Gateway eCommerce Interface as part of Phase 1. IMPLEMENTATION SERVICES ASSUMPTIONS 25. Consultant has not provisioned for the installation of Hardware, RDBMS and Operating System as we are expecting the Organization's personnel to setup these components in the different required environments. 26. Consultant is assuming that business processes and workflows are clearly defined by the Organization prior to the start of the Fit Analysis session. 27. Organization team will configure any additional License Types beyond those to be configured by Consultant as outlined in Section 4 of this SOW. 28. As part of the Govern Security Manager (GSM) training session, Consultant will train the Organization personnel on the security aspects of the Govern Software and will configure sample users as part of this training. Based on this training, it is expected that the Organization will configure security for all users, profiles, departments and their security rights in the required environments. Contract Amendment 1 7470 Sales Tax Software Page 15 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 29. The Govern OpenForms Software includes standard screens and, based on the training provided as part of the implementation, the Organization may configure as many additional screens as desired. 30. The Govern Open Forms Software includes standard searches and, based on the training provided as part of the implementation, the Organization may configure as many additional searches as desired. REPORTING ASSUMPTIONS 31. The Organization will develop all the required reports. Consultant could be engaged to develop reports through a Change Order process. 32. Organization is responsible for maintaining, modifying and adjusting custom reports. 33. The Organization will configure the required reports in Govern based on the Consultant training and the assumption that the Organization is already licensed for Crystal Reports or SQL Server Reporting Services (SSRS). 34. Although many third -party reporting tools could be used to query data from the Govern database, it is highly recommended that the Organization utilize Crystal Reports or SQL Server Reporting Services (SSRS) as these are integrated with the application. 35. The eGovern suite includes template reports that may require modifications. Consultant is assuming that the Organization will modify those Crystal Reports as needed. 36. Any additional required eGovern reports will be developed by the Organization as needed. INTERFACES ASSUMPTIONS 37. Consultant will provide no interfaces as part of this Phase. 38. If additional interfaces are required as part of this Phase between the Govern Software and the Organization's third party systems, a change order will be required and Consultant is assuming that: i) No Govern Software structural database or application changes are required to implement the interfaces. ii) The third party systems are very well documented and are bug free. iii) Organization personnel with expert knowledge of the third party systems are available and participate in the interfaces analysis and testing sessions. iv) The Organization is responsible for any third party software, database, environment, etc. changes required to successfully implement interfaces. TESTING ASSUMPTIONS 39. Consultant will prepare the Project Team for testing by providing an "Acceptance Test" training session. 40. Consultant has provisioned for a total of 80 hours of On-Site/Off-Site Acceptance Testing assistance. With the knowledge that is already built within the Organization's Project Team, Organization personnel will gain the necessary skills to perform any further testing runs that might be required above and beyond the Consultant proposed assistance. Contract Amendment 1 7470 Sales Tax Software Page 16 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 41.Organization project team needs to prepare required business test/use cases in preparation for the Acceptance Testing process. TRAINING ASSUMPTIONS 42. Consultant will be providing training sessions to the following Organization's personnel: A. Application Administrators B. Technical Specialists C. Project Team D. Trainers 43. Consultant will provide the following training sessions: A. Train -The -Trainer Training 24 Hours B. Application Administration Training 16 Hours C. Technical Training 16 Hours 44. Consultant and the Organization's project team will define training resource requirements (facilities, bookings, calendar, etc.) in preparation for any end user and other Organization resource training. 45. Consultant is proposing a Train -The -Trainer approach and has priced the training accordingly. 46. Organization will prepare the business process documentation required for the End User Training. 47. All training attendees must have a good working knowledge of the Microsoft Windows operating environment prior to taking any Consultant training course. 48. It is assumed that a maximum of 8 to 10 users will attend all training sessions. TIMELINE ASSUMPTIONS 49. Organization staff must accept deliverables within a reasonable timeline of a written (to be defined during contract stage) request from the Consultant Project Manager unless the acceptance of such deliverables is driven by the project plan or agreed to by both the Organization and Consultant. 50. Organization staff must provide project related information and documentation within a reasonable timeline (to be defined during contract stage) of a written request from the Consultant Project Manager. DATA CONVERSION ASSUMPTIONS 51. Consultant has provisioned for three (3) runs of Data Conversion (First Cut, Second Cut (Includes Revisions) and Final Cut). 52. The second cut data conversion will handle any first cut data conversion errors. 53. The data sources that will be converted by Consultant are noted in Section 4 of this SOW. Other data sources would be entered manually by Organization staff or Consultant can convert through a Change Order process. Contract Amendment 1 7470 Sales Tax Software Page 17 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 54. The Organization needs to extract the data out of the existing data sources in a common flat file format as provided by Consultant, or other mutually agreed to format, before the start of the data conversion. 55. The Organization and Consultant's Data Conversion Specialists will perform the data mapping while Consultant's Data Conversion Specialist will review the completed data mapping document(s) in order to verify that the appropriate Consultant tables are utilized. 56. Consultant is assuming that ALL data sources provided by the Organization are clean, meaning that data in the field matches the defined field type. 57. Consultant is assuming that ALL data cleansing is to be done by the Organization and it is to be completed before the start of the preliminary cut data conversion. EXPENSES ASSUMPTIONS 58. The Travel Expenses will be billed at actual costs and per diem amounts. Proper trips planning and advance scheduling will ensure such costs are managed appropriately by both Project Managers. 59. The assumed flight and hotel costs for all the travel trips are based on a 3-week advance booking notice. BILLING AND PAYMENTS ASSUMPTIONS 60. Billing for software and services will be negotiated between Consultant and the Organization. 61. Consultant will bill for expenses as incurred and as agreed to with the Organization. 62. Maintenance costs will be billed 90 days from Software installation. 63. Applicable taxes are not included in Consultant's prices listed in this Proposal or anywhere else. 64. All prices listed in this Proposal are in US dollars. GO -LIVE (PRODUCTION MOVE) AND POST GO -LIVE SUPPORT ASSUMPTIONS 65. As defined by Consultant in consultation with the Organization, Consultant and the Organization will support the Go -Live plan. During Go -Live, the Organization project team will handle user calls and Consultant will provide diagnosis and resolution of any application related errors. Consultant will have appropriate resources, as defined by Consultant, On -Site during the Go -Live cut over period. 66. Beyond the proposed services, Consultant could provide further Post Go -Live Support Services via change order if required by the Organization. 67. The Organization needs to develop the operational procedures relative to its environment. 68. The Organization Project Team needs to fully prepare for the Go -Live transition. 6. PROJECT IMPLEMENTATION Below is a list of project deliverables that will be provided by Consultant as part of the implementation: Contract Amendment 1 7470 Sales Tax Software Page 18 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 A. Project Management On a monthly basis, Consultant will provide a Status Report to keep stakeholders informed of the high level progress of the project. This report will outline the following: Update on work performed during the last period. Update on major issues, risks and scope. (All items on status report are labeled with different indicators: (RED: Critical, YELLOW: Requires Attention, GREEN: Progressing Well, BLUE: Complete). Progress toward high level milestones and the degree of successes achieved. Work planned for the following period to meet the following milestones. Important project related decisions. Problems or outstanding management decisions that are affecting the progress. Issues that require immediate management attention. B. Project Organizational Chart Below please find a proposed Project Organization Chart. Both Consultant and the Organization will finalize such chart and will use the agreed to listed resources as part of the Project Manager Business Process Leads/Owners Data Conversion Lead Technical Lead Trainers (If needed) IT Support Application Administrator Contract Amendment 1 7470 Sales Tax Software EXECUTIVE SPONSOR STEERING COMMITTEE Consultant Consultant I Project Manager Project Director J Business Analyst Trainers Configuration Specialist Technical Architect Developers Technical Analysts Data Conversion Specialist Page 19 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 duplication each of which is subject to the restrictions and obligations contained in this Agreement. (iii) On-line reference documentation is delivered with each release. Organization may print this documentation solely for its internal use. (iv) Cancellation of any on -site Services by Organization is allowed for any reason if done in writing more than fourteen (14) days in advance of such Services. Cancellation by Organization with fourteen (14) days or less of scheduled on -site Services will be billed at fifty percent (50%) of the on -site fee, plus any non- recoverable costs incurred by Consultant due to advance scheduling of travel. Additionally, Organization hereby acknowledges that cancellation of on -site Services means that such on -site Services will be rescheduled as Consultant's then current schedule permits. Consultant is not responsible for any delay in Organization's project resulting from Organization's cancellation of training. If upon Consultant arrival, the Organization is not adequately prepared or has not completed the assigned tasks for such visit by the Consultant, then the Organization will be billed 100% of the on -site fee and scheduled on -site services can be cancelled by the Consultant. If additional services are required because the Organization was not adequately prepared, Consultant will provide a Change Order to the Organization for the additional services. 2.2. Section 7.1(c) is replaced in its entirety with the following: The Organization shall reimburse Consultant for (1) its direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (2) a travel time rate of $75.00 per hour, (3) a per diem rate of $70.00 for week days and a $125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (4) a mileage charge based on the current Internal Revenue Service recommended rate per mile; and (5) all other reasonable expenses incurred in the performance of Consultant's duties including courier services and documentation copying or production. 2.3. To the end of Schedule "A" the language attached hereto as "Exhibit AA" of this Amendment shall be added. 2.4. To the end of Schedule "B", the language attached hereto as "Exhibit 2" of this Amendment shall be added. 2.5. To the end of Schedule "C", the language attached hereto as "Exhibit 3" of this Amendment shall be added. 2.6. To the end of Schedule "E", the language attached hereto as "Exhibit 4" of this Amendment shall be added. 2.7. To the end of Schedule "T the following language is added as an additional paragraph: "Despite the foregoing, this Schedule "G" does not apply in relation to the Software referenced as "Licensed MS GOVERN Software— Phase ll" in Schedule "A"." Contract Amendment 1 7470 Sales Tax Software Page 2 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 Project Work Plan: C. Resources, Roles & Responsibilities 1. Over All Responsibilities Consultant's Project Responsibilities Consultant's general responsibilities include: • Provide a Project Manager as a primary point of contact. • Provide a project implementation team to implement Consultant's system as defined in this Project Plan. • Provide a preliminary project schedule as outlined elsewhere in this Project Plan. • Prepare and maintain project progress and status report. • Provide assistance to the Organization in planning and deploying the Go -Live plan • Coordinate and schedule the activities of Consultant participants in this project. • Work with the Organization's Project Manager on the resolution of project issues. Other specific tasks as outlined in this Project Plan. • Lead On -Site Consultant sessions and prepare applicable materials (Agendas, etc.) for sessions. • Address questions and clarify any concerns with Organization staff. • Provide Organization enough lead time to respond and address any questions. • Respond in a timely manner where questions or concerns are raised by the Organization. • Document technical and functional specifications where applicable. Organization's Project Responsibilities Organization shall be responsible for the performance of equipment and software provided by Organization for use by Consultant in the performance of this Contract. Organization's responsibilities on this project are further defined in the project schedule and in this Project Plan. Organization's general responsibilities include: • Carry the primary responsibility of successfully implementing this project. • Provide an Organization Project Manager as a primary point of contact. Maintain overall project schedule. • Provide support to the Consultant project implementation team as defined in this Project Plan. This involves: o Providing access to key personnel in a timely manner, o Providing access to facilities and equipment and, o Providing timely responses to Consultant requests for information necessary for the performance of this contract. • Review and comment in a timely manner on project progress and status reports. • Ensure Organization personnel are proficient in use of the system prior to Go - Live. Contract Amendment 1 7470 Sales Tax Software Page 20 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Responsible for proper knowledge transfer and sustainability planning for post Go -Live. • Support a safe work environment for all activities. • Work with the Consultant Project Manager in the resolution of project issues. • Responsible to provide support for infrastructure (Hardware, OS, Network, Firewalls, Web, etc.) needs. • Other specific tasks as outlined in this Project Plan. • Provide Consultant with requested documentation, business areas, details, data, etc. of the existing processes & systems. • Respond in a timely manner to the questions or concerns raised by Consultant. • Be available for potential questions by Consultant personnel. • Provide VPN or secured Access to Consultant during setup and as requested by Consultant personnel based on Organization policies outlined elsewhere in this Agreement. • Coordinate the planning for the required training facilities. 2. Project Resources The Consultant believes that a partnership implementation model with the Organization is a key success factor to the project implementation. Active participation from the Organization's resources is key to achieving the project's objectives and driving it towards successful completion on time and within budget. Participation at a Steering Committee level by the Organization's executive management, especially the project sponsor(s), is a critical success factor to the Organization's project. This support by the Organization's Managers and Steering Committee members will enable the Organization's project team members to accomplish their mission. Roles & Responsibilities Below is a detailed description of the roles and responsibilities of each of the resources in the Project. Organization Resources Organization Executive Sponsor The Executive Sponsor provides the vision of the project in alignment with the Organization's short term and long term goals and objectives. The Executive Sponsor's responsibilities include: • Participate on the project Steering Committee • Promote the project throughout the Organization • Monitor the progress of the project • Monitor the overall Organization impact • Empower the Organization Project Manager and the core project team to make decisions • Make timely decisions • Maintain the authority to set priorities, approve overall scope and settle issues / priorities that significantly affect the project and the Organization Contract Amendment 1 7470 Sales Tax Software Page 21 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Support the Project Managers in accomplishing the project goals • Provide a vision of the Organization's goals • Maintain an active relationship with Consultant Management Organization Steering Committee The Steering committee develops the vision for the project in alignment with the Organization's short term and long term goals and objectives. The Steering committee is suggested to be composed of the Consultant Project Sponsor(s), the Organization's Executive Sponsor and the Organization's Business Leads. The Steering committee has the following responsibilities: • Attend Steering Committee meetings • Set priorities • Approve scope and scope changes • Resolve escalated issues • Provide strategic guidance to achieve the project goals • Promote the project throughout the Organization • Commit the required resources to the project and approve new ones when required • Monitor the project progress • Monitor the overall Organization impact • Approve extensions to project timeline or addition of new Organization resources to resolve Organization -side delays • Empower the Organization Project Manager and the core project team to make decisions • Generate timely decisions • Conduct periodic review of project progress • Make strategic decisions to manage business and project risks • Support both Project Managers to accomplish project goals • Have an active relationship with Consultant management Organization Project Manager The Organization Project Manager is responsible for the overall deliverables and the day-to-day management of the project. This resource is the primary liaison between the Consultant Team, the Organization's project team and the Steering Committee. Both Project Managers will work together to meet the objectives, address issues, facilitate resolution and participate in active management of the teams. Below is a list of responsibilities to be performed by the Organization's Project Manager: • Hold the overall responsibility of successfully implementing the project while engaging Consultant's Project Manager • Manage all resources including the On -Site Consultant resources Contract Amendment 1 7470 Sales Tax Software Page 22 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Manage the project (budget, timeline, quality, risks, scope, issues, deliverables, etc.) with full support and cooperation of Consultant's Project Manager • Allocation, acquisition and management of project resources (human, facilities, network, etc.) • Manage and refine the Training, Data Conversion, Quality, Scope, Risk, Issue and Go -Live plans • Communicate project status to the Steering Committee, the Executive Sponsor and the project team leveraging updates from Consultant's status updates • Participate in the Steering Committee meetings • Create, maintain, manage and refine the project schedule with all its elements with the emphasis being placed on Consultant's input • Maintain project standards especially Scope & Status reporting • Prepare, organize and co -conduct with the project kick-off meetings • Manage the delivery and coordination of Organization project tasks • Manage and streamline the issue management process in conjunction with Consultant Project Manager • Manage project deviations and take necessary corrective actions • Participate in gathering of the Organization's business process requirements when required • Plan, manage and execute the Acceptance Test efforts • Plan, manage and execute the end user training efforts • Provide timely reviews and potential sign -offs on all project deliverables approval documents as presented by the Consultant Project Manager • Review and accept project milestones • Manage the logistical activities of the end user training o Training facilities o Students booking o Scheduling of sessions o Monitoring and logging the end user attendance • Capture the end user feedback through a student survey form • Responsible for internal & project communication • Regularly meet with the Executive Sponsor and Steering Committee • Provide guidance to project team members • Possess a solid view of the project's goals • Project management experience with prior software implementations • Participate in user access rights and privileges tests • Lead the Go -Live preparation planning Contract Amendment 1 7470 Sales Tax Software Page 23 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Participate heavily in the Go -Live preparation tests • Must provide Go / No Go Decision throughout the project phases • Must be present for Go -Live Organization Business Experts The Business Experts own the business process within their functional areas and the project deliverables since they perform these day-to-day business processes. These resources are comprised of subject matter experts that collectively form the knowledge base of the Organization's business process requirements. Such resources will be involved in the Fit Analysis, as well as approval of the Detailed Fit Report and testing and acceptance of the configured system. They will further verify that the new configured system meets the Organization's business requirements as set in the initial project scope report. They will participate in making decisions regarding the business processes and they will help both Project Managers manage the project scope and all the associated deliverables. Below is a list of responsibilities to be performed by the Organization's Business Experts: • Assume all tasks as assigned in the project schedule • Attend fit analysis & acceptance testing sessions • Participate in appropriate project team meetings • Work with the Consultant Business Specialist to provide input into the analysis of the business requirements and review the Detailed Fit Report • Work with the Consultant Business Specialist to validate the configuration through Acceptance Testing Coordinate the execution of system cycle testing and integration testing Develop appropriate test/use cases based on business scenarios • Assist the Organization's Data Conversion Expert in data conversion validation & acceptance • Work with the project team, including trainers, to plan and possibly execute the end user training efforts • Work with the technical team on the analysis, entry forms, workflows, conversions, etc. • Assist in the development of user procedures • Assist the project team in defining user access levels and privileges • Assist the project team in the Go -Live support planning • Provide end user post implementation Go -Live support where applicable • Assist the Organization's Project Manager in problem resolution • Assist the Organization's Project Manager in managing the project requirements • Participate heavily in Go -Live preparation tests • Support End User Training and documentation preparation • Must be present for Go -Live Contract Amendment 1 7470 Sales Tax Software Page 24 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 Organization Data Conversion Expert The Data Conversion Expert will be involved with the Consultant Data Conversion Specialist in analyzing, mapping, loading and testing the different cuts of data conversion. This resource must possess a strong knowledge of the existing data sources from both the user and database perspectives. This resource will also learn about the Govern database structure as this knowledge will help them relate to their existing data sources. This resource will also review and finalize the data mapping documents and will test the data once the preliminary data conversion is completed by Consultant. In coordination with the Organization's Database Administrator, this individual will also load the data into the testing and production databases accordingly. Below is a list of responsibilities to be performed by the Organization's Data Conversion Expert: • Assume all tasks as assigned in the project schedule • Act as the primary contact for Consultant Data Conversion Specialist • Attend required training sessions as identified in the project schedule • Acquire knowledge from the Consultant Data Conversion Specialist as analysis & mapping is performed • Understand the Govern database structure through knowledge transfer and documentation provided by Consultant • Provide file layouts/schemas, where available, for existing data sources • Provide data sources in an agreed to format • During the analysis, provide documentation pertaining to the current system (existing user manuals, etc.) if available • Lead the analysis of the existing data sources as they relate to the database • Finalize and approve the data mapping documents once prepared and delivered by the Consultant Data Conversion Specialist • Test and potentially accept the preliminary data conversion and any other subsequent data conversion • In coordination with the Database Administrator, prepare any other database environments that might be required for data conversion. • In coordination with the Database Administrator, prepare the production database for the final converted data load • Work in conjunction with Consultant to identify and possibly resolve conversion issues by directly communicating them to the project team, Consultant, users and management • Participate in the Go -Live preparation planning • Participate in Go -Live preparation tests • Should be present for Go -Live Organization Technical Analysts/Experts These resources are involved with the Consultant resources to learn the report writing tool and system configuration. Based on the knowledge transfer and the Go -Live plans, they will support the end users with any future enhancements to the system. These Contract Amendment 1 7470 Sales Tax Software Page 25 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 resources could also work in conjunction with Consultant to lead the interfaces (third party integrations) analysis, definition and acceptance testing. They will also be involved in any web requirements like ecommerce setup, etc. They must possess strong technical, analytical and development skills. Below is a list of responsibilities to be performed by the Organization's Technical Experts: • Assume all tasks as assigned in the project schedule • Primary contact for Consultant Technical Specialist • Attend required technical training sessions • Coordinate with existing systems' owners and the project team to identify the business rules required to run the third party interfaces • Acquire the necessary knowledge from the Consultant resources through training sessions and documentation • Have a detailed knowledge of the existing third party or in-house systems • Participate in the analysis, design and acceptance testing of all interfaces to 3rd party systems • Provide 3rd party systems' documentation, if available, and related technical details • Provide interface file format that Consultant will use to interface to those third party systems • Provide final approval on interfaces design documents • Identify and resolve issues by directly communicating them to the project team, users and management • Coordinate the testing of the interfaces in a test environment Deploy interfaces in the production environment when approved and ready for Go -Live Participate heavily in Go -Live preparation tests • Should be present for Go -Live Organization Database Administrator This resource will be responsible for setup and maintenance of the different databases (Testing/ Training and Production) during the initial project phase and for any subsequent phases. Below is a list of responsibilities to be performed by the Organization's Database Administrator: • Assume all tasks as assigned in the project schedule • Setup the initial databases in conjunction with Consultant resource(s) On -going database configuration, monitoring, tuning and troubleshooting of the database environments • Provide support to the project team during the project implementation as identified in the project schedule • Manage the performance of the databases Contract Amendment 1 7470 Sales Tax Software Page 26 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Establish and maintain database security and coordinate with application administration the application security levels • Include the databases in the normal backup routines and add them to the recovery management plan • Coordinate activities with Organization network and workstation administrators • Manage and execute database installation and upgrade patches • Participate in user access rights and privileges planning & definition • Participate heavily in user access rights and privileges tests • Participate in Go -Live preparation tests • Should be present for Go -Live Organization Systems & Network Administrators These resources will be required to provide assistance to the project team on an as needed basis. Below is a list of responsibilities to be performed by the Organization's Systems & Network Administrators: • Assume all tasks as assigned in the project schedule • Prepare servers for initial software setup and configuration • Provide setup of servers and provide network connectivity • Setup required training facilities • Setup required peripherals for the different environments • Provide setup of clients' workstations • Setup testing environments as requested by the Organization's Project Manager • Participate in Go -Live planning & definition • Participate heavily in Go -Live preparation tests • Should be present for Go -Live Organization Testers These resources will be required to provide assistance to the project team during the acceptance testing stage on an as needed basis and based on the Business Experts recommendation and necessity. There could be two types of testers assigned to the project: • Business Testers: To provide testing assistance on the business requirements of the project. These resources could be the actual Business Experts themselves. • Technical Testers: To provide testing assistance on the technical aspects (Interfaces, Reports, etc.) of the project. These resources will be best determined, if required, during the project planning session. Below is a list of responsibilities to be performed by the Organization's Testers: • Assume all tasks as assigned in the project schedule • Attend required training sessions Contract Amendment 1 7470 Sales Tax Software Page 27 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Assist the Business Experts in developing test cases based on business scenarios • Assist the Technical Experts in developing test cases in based on technical scenarios • Perform acceptance testing • Test the different configuration elements • Execute the test cases and log results • Re -test scenarios where required • Participate in Go -Live preparation tests • Could be present for Go -Live Organization Application Administrator(s) Through training, hands-on sessions and knowledge transfer, the Application Administrators will learn how to configure and administer the Software throughout the project lifecycle and post Go -Live in a day-to-day setting. This resource will be involved in a variety of different project tasks (Fit Analysis, Acceptance Testing, Data Conversion Analysis, etc.) so knowledge transfer is achieved. Below is a list of responsibilities to be performed by the Organization's Application Administrator: • Assume all tasks as assigned in the project schedule • Where appropriate, attend recommended training sessions • Participate in appropriate project team meetings • Assist the project team in preparation for Go -Live • Provide end user post implementation Go -Live support • Initially setup Organization users with the appropriate user rights and privileges • Assist the Organization Trainers during the end user training process where necessary • Assist the project team in the Go -Live support planning • Assist the Organization's Project Manager is problem resolution • Assist the Organization's Project Manager in managing the project requirements • Identify and resolve issues by directly communicating them to the project team, users and management • Participate in user access rights and privileges tests • Participate in Go -Live preparation tests • Must be present for Go -Live Organization End Users These resources will be trained on the proposed modules. Below is a list of responsibilities to be performed by the Organization's End Users: • Assume tasks as assigned in the Training Schedule and/or Plan • Attend the appropriate training sessions provided by Organization. Contract Amendment 1 7470 Sales Tax Software Page 28 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Actively participate in assigned training sessions • Understand existing business processes and requirements • Participate in the logistical activities like: o Book appropriate sessions o Provide feedback using a survey form • Participate in any training exercises • Have good Windows navigation skills Consultant Resources The Consultant's Project Manager manages the Consultant resources and collaborates with the Organization's Project Manager. Consultant will provide services throughout the project lifecycle to assist the Organization in the successful implementation of the system based on the tasks and times allotted in the project schedule. The roles and responsibilities for the proposed Consultant project team members are described below: Project Director/Sponsor The Project Director is the resource responsible for the high-level direction and success of the project. This resource will be reviewing, on a regular basis, the status of the project with the Consultant Project Manager and act as an escalation level for any contractual and performance issues. Below is a list of responsibilities to be performed by the Project Director: • Participate and guide the project kick off and planning session • Regular internal review of the project with the Project Manager and Off -Site resources • Fully accountable for contractual issues and performance against contract • Accountable to Consultant senior management for overall performance • Responsible for project resource identification, assignment and management • Review and authorize scope change and all contract changes • Act as an escalation point for all project (resource, contract, delivery, etc.) issues • Participate in Monthly meetings Project Manager The Consultant Project Manager manages the Consultant project deliverables and is responsible for day-to-day coordination of those tasks and deliverables. The Consultant Project Manager is the primary point of contact with the Organization's Project Manager. The Consultant Project Manager will work with Consultant resources to meet the schedules outlined in the project schedule. Below is a list of responsibilities to be performed by the Consultant Project Manager: • Be the primary point of contact for the Organization's Project Manager • Ensure successful delivery of all Consultant tasks Participate, where necessary, in the gathering of the business process requirements Contract Amendment 1 7470 Sales Tax Software Page 29 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 2.8 To the end of Schedule "J" the following language is added as an additional paragraph: "Despite the foregoing, there are no optional modules in relation to the Software referenced as "Licensed MS GOVERN Software - Phase 11" in Schedule ,A» 3. General Provisions. 3.1 No Other Amendments. Except as specifically modified by this Amendment, the terms of the Agreement, including its schedules, attachments, appendices, and exhibits, shall remain unchanged and in full force and effect and the parties hereto confirm and agree to be bound by all the terms and provisions of the Agreement as amended hereby. The parties do hereby agree that Consultant shall supply the Support and Maintenance and bill the End Users listed in Exhibit 1 for such Support and Maintenance as of the effective dates listed in Exhibit 1. 32 Entire Agreement: Amendment: Waiver. The Agreement, as amended by this Amendment, sets forth the entire agreement and understanding of the parties hereto with respect to the matters contemplated by the Agreement and this Amendment, and supersedes all prior agreements, arrangements, and understandings (whether oral or written) relating to the subject matter thereof. The Agreement may not be amended, waived, discharged, or terminated other than by a written instrument signed by the party against whom enforcement of such amendment, waiver, discharge, or termination is sought. 3.3 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Such counterparts may be sent via any means including facsimile and electronic mail. 3.4 Binding Effect. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 3.5 Severability and Headings. If any provision of this Amendment shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Amendment shall not be affected thereby. The titles and subtitles used in this Amendment are for convenience only and are not to be considered in construing or interpreting any term or provision of the Amendment. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above through their duly authorized representatives. Contract Amendment 1 7470 Sales Tax Software Page 3 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • In coordination with the Organization's Project Manager, create a detailed baseline project schedule • Manage the Consultant project resources • Will be responsible for weekly update meeting with Organization Project Manager • Possess a solid view of the project's goals • Provide Monthly Status Report to the Organization's Project Manager • In coordination with the Organization's Project Manager, co -conduct the project Kick-off meeting • Review and approve Consultant project documents (scope, fit report, Sign -off, etc.) • Seek sign -off on all Consultant deliverables and approval documents from the Organization's Project Manager • Participate in monthly project meetings • Assist the Organization's Project Manager in defining the training and Go -Live plans • Support Organization in the Go -Live preparation steps • Hold review & status meetings with Consultant's resources • Must facilitate and provide timely resolutions to issues and concerns as it relates to Consultant resources, project issues, etc. Business Specialists Reporting to the Consultant Project Manager, the Business Specialist is responsible for taking a lead in the analysis of the business requirements. The Business Specialist will work closely with the Project Manager and Organization's project team to analyze and define the business requirements. Below is a list of responsibilities to be performed by the Consultant Business Specialist: • Provide progress status to the Consultant Project Manager • Provide services as outlined in this Contract • Perform the Fit Analysis and work with the Organization's Business Experts to analyze the business requirements as noted in Section 4 • Perform the analysis and design of workflows • Define all the assigned requirements noted in Section 4 and create the Detailed Fit Report • Forward the Detailed Fit Report to the Consultant Project Manager for review and approval • Provide On -Site acceptance testing support • Work with the Organization Business Experts and Testers to test the configured system • Work with the Organization Business Experts and Testers to log all test results and correct configuration items Contract Amendment 1 7470 Sales Tax Software Page 30 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 Work closely with the Consultant Configuration Specialists, Developers, Technical & Data Conversion Specialists to answer any business related question that might arise • Have a strong understanding and in-depth knowledge of Software • Provide best practices recommendation and solutions where appropriate Data Conversion Specialist Reporting to the Consultant Project Manager, this resource will be responsible for the data conversion tasks of Organization's data sources. Below is a list of responsibilities to be performed by the Consultant Data Conversion Specialist: Provide progress status to the Consultant Project Manager • Provide services as outlined in this Contract • Evaluate sample data structure from which Consultant will be converting the data • Provide data conversion analysis with the Organization's Data Conversion Expert • Provide recommendations on data conversion approaches • Provide data conversion mapping review and assistance • Identify conversion issues • Develop data conversion scripts according to the final mapping documents • Perform the preliminary data conversion • Modify data conversion scripts based on conversion test results, if necessary Perform any other intermediate data conversion • Perform the production conversion. • Provide assistance to the Organization's Data Conversion Expert in loading the preliminary, intermediate, and production converted data and test it • Communicate directly with the Organization's Data Conversion Expert on any data conversion related issue / question Have a strong understanding and in-depth knowledge of Software Trainer Reporting to the Consultant Project Manager, the Trainer is responsible for the overall training of the Organization staff with respect to the integrated modules provided by Consultant. Below is a list of responsibilities to be performed by the Consultant Trainer: Provide progress status to the Consultant Project Manager Provide services as outlined in this Contract • Provide training to the different Organization groups as follows: o Application Administrator(s) o Technical Staff o Project Team • Provide electronic copies of training materials where applicable Contract Amendment 1 7470 Sales Tax Software Page 31 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 • Provide electronic copies of training session agendas • Have a strong understanding and in-depth knowledge of Software • Provide best practices information where appropriate. Configuration Specialists Reporting to the Consultant Project Manager, the Configuration Specialists will be responsible for the total system configuration based on the approved Detailed Fit Report by the Organization. Below is a list of responsibilities to be performed by the Consultant Configuration Specialists: • Provide progress status to the Consultant Project Manager • Provide services as outlined in this Contract • Configure the Software based on the Fit Report • Unit test the system configuration • Provide configured system to Consultant Project Manager and Business Specialist for unit testing • Understand the Fit report in detail and be able to address required configuration items within the report • Have a strong understanding and in-depth knowledge of Software Contract Amendment 1 7470 Sales Tax Software Page 32 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 7. PROJECT TASKS Tasks Database & Software Installation Scope Session Scope Report Consultant Role & Deliverables Primary responsibility in installing the Software and Database as indicated elsewhere in this Contract. Consultant deliverables are: • Agenda — PDF Format. • Two (2) database instances (Production & Testing). • Configure six (6) Client workstations. • Consultant Software. • Documentation. • Installation Notes. • Recommended Backup Scripts. • Ready environment. Consultant is expected to assign resources that are knowledgeable of the Database and SQL scripting to support the installation. Consultant assumes the primary role in preparing the agenda and leading the session to identify the required components (Data migration, Software Enhancements, License Types, etc.). Consultant's deliverable is the delivery of the Scope Session. As an outcome deliverable of the Scope Session, Consultant will prepare and deliver the Scope Report. Based on the information captured during the Scope Session, Consultant will write a Scope Report and will submit it to the Organization for review and approval. Role & Primary role in providing necessary details about Organization existing environments (Servers, workstations, Network, Printers, etc.). Also, Organization needs to resolve any environment issues that might arise before, during and after the installation & verification process. Organization is expected to: • Prepare hardware, operating systems, 3rd party software (SQL Server, Oracle, GIS, etc.) in preparation for the setup tasks. • Configure remaining workstations. • Participate in database & software installation. • Learn the installation process. • Configure any components that might be required as the outcome of this session. • Provide access to the Organization's and Consultant's IT personnel where needed. • Ensure that the installation is tested and functions as per Organization's expectations. Sign -off on this task. Primary role in describing the current processes at a high level and in identifying known data migration source, required software enhancements, etc. Organization is expected to: • Provide high level details about: • Business Areas • Data Conversion Sources • Reports (Organization assumed responsibility) • Others as requested by Consultant Support the decisions made during this session. Primary role in answering clarification questions to Consultant. Organization is expected to: • Review the Scope Report. • Make necessary corrections. Sign -off on the Scope Report. Contract Amendment 1 7470 Sales Tax Software Page 33 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 Tasks Business Process Review Analysis Business Process Review Document Data Conversion Training Data Migration Analysis Consultant Role & Deliverables Based on the Organization's feedback, Consultant will make revisions to the contents of the report. Consultant deliverable is: Scope Report — Word or PDF Format. Consultant's primary role is to lead this session, obtain an understanding of the current business processes, document the critical business processes, and recommend any potential business process change. Consultant's deliverable is the delivery of the Business Process Review / Fit Analysis session. Primary role is writing a document that describes, at a high level, the business processes that will affect the environment. Primary role for Consultant is to provide Data Model training to the Organization's Data Conversion Specialists as it relates to Data Conversion. Attendees should be knowledgeable of existing data sources. This session is a prerequisite to start any of the data conversion tasks. Primary role is understanding the data source that is required to be migrated and ask clarification/mapping questions to Organization business & technical experts. Consultant Data Conversion Expert and the Organization's Data Conversion Lead will work closely to develop a thorough understanding of the data to be converted and the requirements that need to be met to ensure successful conversion of current data. Analysis of the existing data source will be Role & Primary role is describing in detail the current business processes and presenting the actual systems in use when requested by the Consultant Business Analyst. Organization is expected to: • Ensure that any business process enhancement decisions that have been made are incorporated into the business process configuration details. • Support any business process enhancement decisions made during this session. Primary role is answering clarification questions posed by the Consultant. Organization is expected to: • Review the Business Process Review Document. • Make necessary corrections. Sign -off on the Business Process Review Document. Primary role for the Organization is to attend the training and learn the different tables required to convert the data. Organization is expected to: • Provide a setup training facility. • Participate in training. • Sign -off on training. • As an outcome of this session, participate in all data conversion analysis and mapping sessions. Primary role is preparing mapping documents of data sources to columns and tables that need to be migrated. Organization is expected to: • Identify data sources that MUST be converted. • Provide Consultant with an overview of existing data sources when required. • Provide access to the existing systems when required. Provide sample data from each source when Contract Amendment 1 7470 Sales Tax Software Page 34 of 40 DocuSign Envelope ID:85E7EF5C-A899-4DAC-B171-817A59345017 Tasks Consultant Role & Deliverables Organization Role & Responsibilities performed and preliminary data mapping will occur. required. The Consultant Deliverables are: Drive the data analysis from the data source • Analysis of the data sources. perspective. • Preliminary Field Mapping between source data Perform preliminary data mapping. and target Database. Assess and revise data mapping document.. Entit Relationship Diagram of the Database. Enhancements Consultant and Organization Experts will analyze the Primary role in providing necessary details about the Analysis software enhancements that are required and as software enhancements requirements. Organization is listed in Section 4 of this SOW. Consultant expected to: deliverable is the delivery of the Software Provide further details about those items identified Enhancements Analysis session. as Software Enhancements. Enhancements Consultant will document the software enhancements The Organization would provide a supporting role Design requirements in the Fit Report. Consultant through this process and sign -off on the document before deliverable is: Enhancements are made to underlying source code. • Enhancements Requirement section within the Organization is expected to: Fit Report — Word or PDF Format. Approve & sign -off on Enhancements Requirement Document. Departmental Consultant will support the Organization in defining its Primary role in defining the departments/functional areas, Functionality/ Departments/functional areas, Departmental departmental functionality and the screen views required Screen View Functionality and the screen views required by each by each department. Organization is expected to: Analysis Function. Consultant will also advise the • Provide departments/functional areas lists as need Organization on what could be achieved as part of to be configured. the configuration but using the default screens as the • Decide on screen views & make changes to different basis. screens as needed with the exception of the Filing Screen. • Decide on access rights by the different departments. Support the decisions made during this session. Users & Consultant will support the Organization in defining its Primary role in defining the users and their role within the Groups users and the different roles that each user might application. Organization is expected to: Security have within the Software. Bring to session a list of ALL users with their actual Analysis business role within each business area. • Decide on Access rights by the different users. • Support the decisions made during this session. As an outcome of this session and the training, the Contract Amendment 1 7470 Sales Tax Software Page 35 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 Tasks Consultant Role & Deliverables Organization Role & Responsibilities Organization should configure all users within the Software. Fit Analysis Primary role is developing the Detailed Fit Report Primary role is answering clarification questions posed by Report based on the information gathered during the Fit the Consultant. Organization is expected to: Analysis session and all other analysis and design Review the Fit Report. sessions. The Fit Report will contain detailed Make necessary corrections. information about business processes, rates, • Sign -off on the Fit Report prior to commencement of interfaces, data conversion, high level information configuration. related to the pre-config uration, etc. Implementation Primary role is refining the Pre -configuration system Primary role is supporting Consultant through this (Configuration) based on the Organization's feedback. Consultant's process. deliverable is a fully configured system. Data Based on the data mapping documents, Consultant Primary role is supporting Consultant through this Conversion will write the necessary scripts/data conversion process. Organization is expected to: program(s) in order to perform an initial data Provide appropriate data dumps or extracted files to conversion on the source data file(s) and convert it Consultant prior to the start of this task. into the tar et Tables. Respond to any questions that might arise. Enhancements Consultant resources will develop the software The Organization would provide a supporting role Development enhancements based on the Enhancements through this process. Requirements as documented in the Fit Report. Consultant will unit test these enhancements and ensure they meetspecification. Unit Testing & Consultant assumes the primary role of performing Primary role in supporting Consultant through this Revisions unit tests on the configured Software elements. process. Consultant will correct discovered errors prior to releasing the configured system to the Organization that will be used for Acceptance Testing. The Consultant's deliverable is a revised configured system. Users Setup & For each business area, Consultant will support the Primary role is configuring the remaining roles and users Unit Testing Organization by configuring a few users in the and unit testing the configuration. Organization's testing database with the identified privileges and user rights, then test the access rights for those users to ensure compliance. Contract Amendment 1 7470 Sales Tax Software Page 36 of 40 DocuSign Envelope ID: 85E7EF5C-AB99-4DAC-B171-817A59345017 Tasks Consultant Role & Deliverables Organization Role & Responsibilities Data Migration Based on unit testing of the converted data, Primary role is supporting Consultant through this Review & Consultant assumes the primary role of fine tuning process. Revisions the data conversion program that transfers the data from the Organization's data source files to the environment. Acceptance Primary Role is working with the Organization to test Supporting role in testing the environment and ensuring Testing the Software in the Organization's environment its operation within the Organization's environment. (network, database, client OS, etc.) to ensure its full Organization is expected to: operation. Consultant will address issues as Work hand -in -hand with Consultant through the identified, logged, and provided by the Organization. Acceptance Testing process. • Verify the operation of the Software within its environment. • Run any prepared scripts and / or test cases to ensure proper functionality of ALL business processes as defined in the Fit Analysis Report. • Log any errors / issues and provide them to Consultant for correction. Sign -off on the delivery of this session. Data Migration Primary role is presenting the migrated data in a pre- Primary role is auditing the migrated data to ensure its Review, configured environment to the Organization's project compliance with the data mapping documents. Revisions & team. The Organization Data Conversion Lead will Organization is expected to: Acceptance test the data conversion to ensure it is in compliance • Test the data conversion against the data mapping with the data conversion mapping as documented in documents. the Fit Report. The Consultant deliverables for these Log all discovered issues. sessions are: Provide list of issues to Consultant. • Acceptance Testing of data conversion for each Sign -off on revised & tested first cut data conversion. data source. Implementation Primary role is presenting the configured system Primary role is auditing the configured system to ensure (Acceptance & environment. Consultant will work with the that it: Revisions) Organization on testing the different business process Meets the business rules outlined in the design configuration. Consultant deliverables is the delivery documents. of these sessions. Meets the business requirements by running actual test cases against the configured system. Organization is expected to: En a e Business Experts & Testers in the Contract Amendment 1 7470 Sales Tax Software Page 37 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 Train the Trainer Sessions ALL "Administration" Training Sessions Consultant Role & Deliverables Primary role for the Consultant is to provide the Train the Trainer sessions for the different Software Modules as outlined elsewhere in this Agreement. These sessions will enable the Organization's trainers to learn the different Software Modules that will be used by the different business areas. The Consultant deliverables are the various Training sessions. Primary role for Consultant is to provide Administrative Training for the different Software Modules as outlined elsewhere in this Agreement. These sessions introduce the attendees to the administrative and power user aspects of the Software. Attendees will learn how to configure the system and configure departments, users with the appropriate security privileges. Attendees will also learn the functionality and configuration options available in the Administrative & Batch Tools of the Software in order to administer the Software and be Organization Role & Responsibilities acceptance of the configured system. • Test configured system based on captured business processes to ensure compliance with the requirements. • Run the prepared test cases. • Log any errors / issues and provide them to Consultant for correction. • Manage any scope changes that might arise out of testing. • Approve & sign -off on any scope changes that might arise out of testing. Sign -off on completed & tested configured system. Primary role for the Organization is to attend the training and learn the different functions of the Software so its trainers could deliver a successful end user training. The Organization is expected to: • Provide a training facility. • Participate in training with appropriate trainers. • Sign -off on training. • Prepare required end user training materials. • Schedule the booking of all end user training sessions. • Manage students' bookings. Setup any elements required for training. Primary role for the Organization is to attend the training and learn the different functions of the Software so its Administrators could support the users and make on- going configuration changes. Organization is expected to: • Provide a training facility. • Participate in training. • Sign -off on training. • Configure other components that might be required as the outcome of this session. Contract Amendment 1 7470 Sales Tax Software Page 38 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 Data Model & Integrating — Administration Go -Live Support Plan Go -Live Support Consultant Role & Deliverables self-sufficient. The Consultant deliverables are the various Training sessions. Primary role for Consultant is to provide Data Model training to the Organization's Administrative & Technical users. Attendees should possess Crystal Reports knowledge before attending this session. Attendees will learn how to integrate developed Crystal Reports or MS -SQL Reports into the Govern software and they will learn about the data model. The Consultant deliverable is the actual training session. Consultant will take a supporting role in this process and will work with the Organization's Project Team to provide them with recommendations for the Go -Live plan, including such items as timeframe for cut-off, data reconciliation, etc. Consultant will provide guidance on a standard Go -Live sequence of events. Consultant, in conjunction with the Organization, would review the final plan and provide comments. The Consultant deliverable is guidance on a standard Go -Live plan. Consultant is expected to: • Compile and provide a Go -Live strategy document and requirements. • Be instrumental in providing input into Go/No Go Consultant will play a supporting role during this deliverable. Consultant will allocate the appropriate On -Site staff to assist the Organization with its Go - Live Support. Role & Primary role for the Organization is to attend the training and learn the different functions of the Software so its Administrators/Technical Staff could develop any Crystal reports. Organization is expected to: • Provide a training facility. • Provide trainees with Crystal Reports knowledge • Participate in training. • Bring sample exercise. • Sign -off on training. • As an outcome of this session, be able to develop Reports based on knowledge transfer and integrate these reports. The Organization would assume the primary role during these processes. Organization is expected to: • Assess Go -Live strategy and requirements. • Document the Go -Live requirements & approach. • Approve Go -Live Checklists & Plans. • Make Go/No Go decisions. • Make necessary changes to documents and project plan based on the Consultant, project Team and Steering Committee's recommendations. • Participate in full in the go -Live sessions. • Finalize & approve Go -Live strategy and plans. The Organization would take the primary role during the Go -Live in order to support its staff. Organization is expected to: • Provide Go -Live Support. • Resolve any issues. • Support End Users. ALL Team Members must be present for Go -Live to Contract Amendment 1 7470 Sales Tax Software Page 39 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 ATTEST: DocuSigned by: onen>5�nccc�eRr City Clerk APPROVED AS TO FORM: EDocuSigned by: ° lu VWA Assistant City Attorney THE CITY OF FORT COLLINS, COLORADO EDocuSigned by: 'qBy.AnnnAn54r.9CR441 Gerry Paul Director of Purchasing & Risk Management DATE: 3/2/2015 MS GOVERN, A DIVISION OF N. HARRIS COMPUTER CORPORATION DocuSigned by: ,.,cam L. w4,:j� By: Title: VP of Professional Services Date: 3/2/2015 Contract Amendment 1 7470 Sales Tax Software Page 4 of 40 DocuSign Envelope ID: 85E7EF5C-A8994DAC-B171-817A59345017 Tasks Consultant Role & Deliverables Organization Role & Responsibilities assist the users with any potential questions or issues. • Database Administrator, Network Administrator, System Administrator, Infrastructure Specialist, GIS Specialist and other Organization resources must be resent for the Go -Live. Contract Amendment 1 7470 Sales Tax Software Page 40 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 EXHIBIT "AA" DESCRIPTION OF SOFTWARE Licensed MS GOVERN Software — Phase II Module Quarifty 5-Pack Concurrent User Licenses 1 eApply1 eRenew 1 Software & License Total Required Programs (Provided by Organization) - Microsoft Server 2008 R2 - Microsoft SQL SERVER 2008 R2 - Windows 7 - Appropriate Network Software - VPN Access Software Contract Amendment 1 7470 Sales Tax Software Page 5 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 EXHIBIT "2" IMPLEMENTATION PROCESS AND TIMETABLE II. COMPLETION OF SERVICES — GLOBAL TIMETABLE IN RELATION TO SOFTWARE REFERENCED AS "LICENSED MS GOVERN SOFTWARE — PHASE II" IN EXHIBIT "1". Protect Commencement Date: 2. Estimated Proiect Completion Date: 3. Consultant's Project Manager: 4. Organization's Project Manager: Contract Amendment 1 7470 Sales Tax Software December 8, 2014 June 30, 2015 Jeff Hohenstein Jessica Ping -Small Page 6 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 EXHIBIT "3" FEE STRUCTURE AND PAYMENT SCHEDULE FEE STRUCTURE AND PAYMENT SCHEDULE IN RELATIN TO SOFTWARE REFERENCED UNDER "LICENSED MS GOVERN SOFTWARE — PHASE II" OF EXHIBIT "1" ONLY. Note: Consultant set forth fixed pricing in the quote and payment milestones but the fixed price assumes a fixed duration of no more than 8 months. Any delays/changes or additions would be handled thru a change order as agreed to by both parties. Payment Schedule: A. Software and License Fees: 1. On execution of this Agreement (software and license fees) ............... $20,600 B. Consulting, Training and Service Fees.......................................................... $154,110 C L F G. 1. Milestone 1: Project Kick -Off $30,822 2. Milestone 2: Scope Report Delivery $30,822 3. Milestone 3: Fit Report Delivery $30,822 4. Milestone 4: Commence Acceptance Testing $30,822 5. Milestone 5: Completion of Services $30,822 Travel (Actuals billed monthly as incurred) ....................................... Estimate $12,000 Annual Support and Maintenance Fee (Upon Installation and Acceptance)..... $4,120' To be prorated based on calendar year. Year 2 Annual support and maintenance $4,320 Year 3 Annual support and maintenance $4,529 Year 4 Annual support and maintenance $4,749 Year 5 Annual support and maintenance $4,979 Third Party Fees (Invoiced upon Delivery)................................................................ $0 Hardware Fees (Invoiced upon Delivery FOB) ......................................................... $0 Other Fees (Invoiced upon Delivery)........................................................................ $0 Contract Amendment 1 7470 Sales Tax Software Page 7 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 EXHIBIT "4" STATEMENT OF WORK PHASE II The Statement of Work below describes the work to be performed by Consultant for Organization in relation to the Software referenced as "Licensed GOVERN Software — Phase II" in Exhibit 1" and is not applicable to any other Software. Details associated with the services, assumptions, resources and schedule will be listed in this Statement of Work and the referenced Fit Report. 1. DEFINITIONS The following definitions apply: • "Govern", "eGovern" and "OpenForms" are defined as the Consultant proposed Software. • "On -Site" is defined as the Organization's offices located in Fort Collins, CO. • "Off -Site" is defined as the Consultant's offices. • "Acceptance Testing" encompasses the activities performed by the Organization, with the Consultant's guidance, to test the software using the requirements documented in the Fit Report and the business use cases developed by the Organization for the acceptance testing process. 2. PURPOSE This Statement Of Work ("SOW') describes the work to be performed by Consultant (MS Govern) and Organization (City of Fort Collins) including resource requirements, responsibilities and the project tasks to be performed by both the Organization and the Consultant in the areas of Installation, Analysis, Configuration, Testing, Training, Go -Live and On -going Support to meet the Organization requirements as outlined in this SOW. This SOW will: • Define the requirements of the project so that the Organization can estimate the number of resources for each task and in turn for the overall project. • Specify the various tasks to be performed and define the relationships among these tasks. • Specify the location, On -Site vs. Off -Site, of each of the tasks. • Outline assumptions used in pricing of the Professional Services. Changes to this Exhibit or the scope of the project shall follow the proper Scope Change process as described in this Agreement. 3. ESCALATION PROCESS Consultant escalation levels in the order listed below: 1. Project Manager 2. Director, Professional Services 3. VP, Professional Services 4. Executive Vice President Organization escalation levels in the order listed below: 1. Project Manager 2. Steering Committee 3, Executive Sponsor Contract Amendment 1 7470 Sales Tax Software Page 8 of 40 DocuSign Envelope ID: 85E7EF5C-A899-4DAC-B171-817A59345017 4. SCOPE ITEMS The following items will be included in the scope of the project under fixed pricing as long as they are not priced as Optional. Any changes to the following scope items will result in a Change Order. A. Scope Details This Phase of the project will be a joint effort between Organization and Consultant in all aspects of the project requirements as follows: SETUP BY ID License Type Configuration Reports Data Conversion Web Enable? 1 Solicitor Permit Consultant Organization Organization - Manual Entry YES 2 Outdoor vendor Consultant Organization Organization - Manual Entry YES 3 Second Hand Dealer Consultant Organization Organization - Manual Entry YES 4 Solid Waste Collector Consultant Organization Organization - Manual Entry YES 5 Tax Exempt Or anizations Consultant Organization Consultant YES 6 Liquor Occupation Tax Consultant Organization Consultant YES 7 Sales Tax License Consultant Organization Consultant YES 8 Medical Marijuana Consultant Organization Organization - Manual Entry NO 9 Medical Marijuana Centers Consultant Organization Organization - Manual Entry NO 10 Medical Marijuana Cultivation Facilities Consultant Organization Organization - Manual Entry NO 11 Medical Marijuana Infused -Products Manufacturing Facilities Consultant Organization Organization - Manual Entry NO 12 General Liquor License (HR, Tavern, Brew Pub, Liquor store, BfW, Club, 3.2%, Art 1 Gallery) Consultant Organization Consultant NO 13 Temporary Permits Tastin s Consultant Organization Consultant NO 14 Special Events Permits Consultant Organization Consultant NO 15 Bed and Breakfast Permits Consultant Organization Consultant NO 16 Pawn broker Organization Organization Or anization - Manual Entry NO 17 Auctioneer Organization Organization Organization - Manual Entry NO BowlingAlleyOrganization Organization Organization - Manual Ent NO Carnival Circus Organization Organization Organization - Manual Ent NO r22 Dance Hall Organization Organization Organization - Manual Ent NO Game Machines Organization Organization Organization - Manual Ent NO Going Outof Business Organization NO Organization - Manual Entry NO 23 1 Movie Theater Or anization Organization Organization - Manual Entry NO B. Scope of Work Consultant Scope of Work is defined as follows: ■ Deploy standard OpenForms licensing screens. ■ Deploy standard licensing searches. ■ Perform Fit Analysis on above assigned license types. Contract Amendment 1 7470 Sales Tax Software Page 9 of 40