R-03-06-12-10C2 - 6/12/2003RESOLUTION NO. R -03-06-12-10C2
WHEREAS, the City has a need for technical consulting services
for the upgrade of the City's financial computer information system,
and
WHEREAS, Epic Edge, Inc. has submitted an Agreement for
Consulting Services to provide said services, and
WHEREAS, the City Council desires to enter into said agreement
with Epic Edge, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Consulting Services with Epic Edge,
Inc. for the upgrade of the City's financial computer information
system, a copy of said agreement being attached hereto as Exhibit "A"
and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 12th day of June, 2003.
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Nqpr WE L, Mayor
Cit# f Round Rock, Texas
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CHRISTINE R. MARTINEZ, City Secr ary
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CITY OF ROUND ROCK
AGREEMENT FOR CONSULTING SERVICES
WITH EPICEDGE, INC.
THIS AGREEMENT is made and entered into on this the day of the month of
May, 2003, by and between the CITY OF ROUND ROCK, a Texas home -rule municipal
corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299
(hereinafter referred to as the "City"), and EPICEDGE, Inc., a Texas corporation, whose offices
are located at 5508 Highway 290 West, 3rd Floor, Austin, Texas 78735 (hereinafter referred to
as "Consultant").
RECITALS:
WHEREAS, City desires to contract for Consultant's performance of professional
computer consulting services for the City's financial system upgrade, and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date it has been signed by every party hereto,
and shall remain in full force and effect unless and until it expires by operation of the term
indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than three hundred sixty-five (365) calendar
days from the effective date hereof.
1.02 GENERAL CONDITIONS
The General Conditions contained herein shall apply to the Scope of Services, attached
hereto as Exhibit "A" and made a part hereof of all appropriate purposes. This Agreement and
such Scope of Services is entered into by and between the City of Round Rock or its subsidiaries
or affiliates (collectively "City") and EpicEdge.
1.03 SCOPE OF SERVICES
G:\Noelle\PeoplcSoft Upgrade Info\Epic Edge Contract Final 000512971 DOGjkg
EXHIBIT
"A"
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignment(s) delineated therein. Such Scope of Services is appended to this Agreement and is
labeled as Exhibit "A." Such Scope of Services shall be deemed to incorporate the General
Conditions contained herein. As described in Section 2.0 of the City's Request for Offer (03-
009), the City anticipates that functional and technical assistance may be needed to implement
additional PeopleSoft functionality once the core upgrade is completed. In that event, EpicEdge
will provide, for the City's review and approval, a Phase 2 Scope of Services. Except with
respect to the description of specific services and fees for the assignment(s) delineated therein,
the General Conditions of this Agreement and this Agreement itself shall prevail over any
conflicting terms therein. Taken together with the appended Scope of Services, the General
Conditions contained in this Agreement shall evidence the entire understanding and agreement
between the parties and supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of
Services. Consultant's undertakings shall be limited to performing services for City and/or
advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform its services in accordance with these General Conditions and this
Agreement, in accordance with the appended Scope of Services, in accordance with due care,
and in accordance with prevailing consulting industry standards for comparable services.
1.04 PAYMENT FOR SERVICES; SUPPLEMENTAL AGREEMENTS
Payment for Basic Services: In consideration for the consulting services to be
performed by Consultant, City agrees to pay Consultant the following sum(s) as stated herein:
Upgrade Consulting Services $100,760.00
Unless subsequently changed by additional Supplemental Agreement to this Agreement,
duly authorized by City Council Resolution, Consultant's total compensation hereunder shall not
exceed $100,760.00. This amount represents the absolute limit of City's liability to Consultant
hereunder unless same shall be changed by additional Supplemental Agreement hereto.
Deductions. No deductions shall be made from Consultant's compensation on account
of penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions. No additions shall be made to Consultant's compensation based upon Project
claims, whether paid by City or denied.
Supplemental Agreements. The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council Resolution, if the City decides
to proceed with a Phase 2 Scope of Services; or if the City determines that there has been a
significant change in (1) the scope, complexity, or character of the services to be performed in
the initial phase; or (2) the duration of the initial phase. Any such Supplemental Agreement
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must be executed by both parties within the period specified as the term of this Agreement.
Consultant shall not perform any work or incur any additional costs prior to the execution, by
both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work
done or materials furnished unless and until there is full execution of any Supplemental
Agreement, and City shall not be responsible for actions by Consultant nor for any costs incurred
by Consultant relating to additional work not directly authorized by Supplemental Agreement.
Should any additional services be required, EpicEdge will provide services based on the hourly
rates outlined in the Scope of Services.
1.05 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the following timetable structure and deliverable due dates set forth in the Scope of Services
shall apply.
1.06 TERMS OF PAYMENT; REIMBURSABLE EXPENSES
Acceptance. The purpose of the acceptance process is to confirm that each deliverable
meets the expectations of both parties (City of Round Rock and EpicEdge). Since the project is
based on an aggressive schedule, the timely sign -off of project deliverables will be critical to its
success.
Upon submittal by EpicEdge, the City shall promptly inspect each item identified as a key
deliverable in Exhibit A, "Scope of Services", and shall evaluate such deliverable for
completeness, accuracy, and clarity. The City shall provide written approval of the deliverable
or a statement of deficiencies to EpicEdge within five (5) business days, or other timeframe
mutually agreed upon by the project managers for EpicEdge and the City. EpicEdge shall
resolve the deficiencies within an additional five (5) business days, or other timeframe mutually
agreed upon by the project managers for EpicEdge and the City.
Invoices. To receive payment for services, Consultant shall prepare and submit a series
of invoices in a form acceptable to City. Each invoice for professional services shall identify the
specific deliverables for which payment is requested, based on Exhibit A, "Scope of Services".
All payments to Consultant shall be made on the basis of the invoices submitted by Consultant
and approved by City. The City's acceptance of the deliverable(s) for which payment is
requested, in accordance with the preceding paragraphs, shall constitute the basis for approval of
invoices. Should additional backup material be requested by City, Consultant shall comply
promptly with such request. In this regard, should City determine it necessary, Consultant shall
make all records and books relating to this Agreement available to City for inspection and
auditing purposes.
Payment of Invoices. City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
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requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.07 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets. City may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
Reimbursable Expenses. Payment for customary reimbursable expenses hereunder shall
not exceed the maximum sum of $0.00. City shall pay Consultant for reimbursable expenses on
a monthly basis, as invoiced and documented, at actual cost.
1.07 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days of the day on which City receives the
performance, or within thirty (30) days of the day on which the performance of services was
complete, or within thirty (30) days of the day on which City receives a correct invoice for the
performance or services, whichever is later. Consultant may charge a late fee (fee shall not be
greater than that which is permitted by Texas law) for payments not made in accordance with
this Prompt Payment Policy; however, this policy does not apply to payments made by City in
the event:
1. There is a bona fide dispute between City and Consultant concerning the services
performed that causes the payment to be late; or
2. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
3. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier concerning the services performed which causes the
payment to be late; or
4. The invoice is not mailed to City in strict accordance with instructions, if any, on
any purchase order or this Agreement.
1.08 NON -APPROPRIATION
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This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then -current fiscal year.
1.09 TERMINATION OR DEFAULT
Termination. In connection with the work outlined in this Agreement, it is agreed and
fully understood by Consultant that City may cancel or indefinitely suspend further work
hereunder or terminate this Agreement either for cause or for the convenience of City, upon
fifteen (15) business days' written notice to Consultant, with the understanding that immediately
upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Consultant shall invoice City for all work satisfactorily completed and shall be compensated in
accordance with the terms of this Agreement for all work accomplished prior to the receipt of
said notice. No amount shall be due for lost or anticipated profits. Unless otherwise specified
herein, all plans, surveys, and other data, designs and all work products related to the Project
shall become the property of City upon termination of this Agreement, and shall be promptly
delivered to City in a reasonably organized form without restriction on future use. Should City
subsequently contract with a new consultant for continuation of services on the Project,
Consultant shall cooperate in providing information. In addition to, the City may directly
contract with staff currently assigned to this project by EpicEdge in the event such termination is
the result of a termination for cause
Default. For purposes of this Agreement, the term "default" shall mean (i) the failure of
any Party to perform any material obligation in the time and manner provided by this Agreement,
and (ii) the inability of EpicEdge to sustain normal business operations. Either party may
terminate this Agreement in the event of a default by the other Party by providing a written
Notice of Termination to the defaulting Party. Such Notice of Termination shall become
effective no less than ten (10) calendar days after a Party receives such notice. Such Notice of
Termination for cause shall include a statement by the terminating Party setting forth the grounds
for determination of default under this section.
Upon a Notice of Termination by a Party arising from its default under this Agreement, the
defaulting Party shall have five (5) business days from the receipt of such notice to cure the
default by making such payment or performing the required obligation. If the default is cured to
the mutual satisfaction of the Parties, the Agreement shall remain in effect upon written
acceptance of the cure by the Party who issued the Notice of Termination for cause.
Should this Agreement be terminated by the City because of the inability of EpicEdge to sustain
normal business operations, the City may (without limiting any of its other remedies) contract
directly with any and all staff currently assigned to this project by EpicEdge.
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City shall not be required to make any payments to Consultant when Consultant is in default
under this Agreement, nor shall this paragraph constitute a waiver of any right, at law and at
equity, which City may have if Consultant is in default, including the right to bring legal action
for damages or to force specific performance of this Agreement.
1.10 CITY'S RESPONSIBILITIES
Full information. City shall provide full information regarding Project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required, if any, to enable Consultant to provide the services called
for. City shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directions provided by City and its
employees and agents concerning provision of services.
Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Consultant and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Consultant's work.
Tests and inspections. City shall furnish or pay for tests, reports and inspections as
required by law or Project documents.
1.11 Personnel
EpicEdge warrants that all persons assigned to the project shall be employees or subcontractors
of EpicEdge, and shall be fully qualified to perform the work required herein.
Personnel commitments made in EpicEdge's offer shall not be changed without the prior written
approval of the City. Replacement of key personnel, if approved by the City, shall be with
personnel of equal or greater ability and qualifications.
Before assigning an individual to any of the key positions identified in its offer and subsequent
documentation, EpicEdge shall notify the City of the proposed assignment, shall introduce the
individual to the appropriate representatives of the City, and shall provide to the City a resume
and any other information about the individual reasonably requested by the City. The City
reserves the right to interview the individual before granting approval.
1.12 Replacement of Key Personnel at City's Request
The City reserves the right to require EpicEdge to replace key personnel whom the City judges to
be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is
deemed contrary to the best interests of the City. Before a written request is issued, authorized
representatives of the City and EpicEdge will discuss the circumstances and attempt in good faith
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to resolve the key personnel issue. Upon receipt of a written request from an authorized
representative of the City, EpicEdge shall be required to proceed with the replacement. The
replacement request will include the desired replacement date and the reason for the request.
EpicEdge shall use its best efforts to effect the replacement in a manner that does not degrade
service quality. This provision will not be deemed to give the City the right to require EpicEdge
to terminate any person's employment. Rather, this provision is intended to give the City only
the right to require that EpicEdge discontinue using an employee in the performance of services
for the City.
1.13 Unauthorized Removal of Key Personnel
It is critical to the overall success of the project that EpicEdge not remove or reassign, without
the City's prior written approval (which approval shall not be unreasonably withheld) any of the
key personnel until such time as the key personnel have completed all of their planned and
assigned responsibilities in connection with performance of EpicEdge's obligations under the
contract. The unauthorized removal of key personnel, except by reason of employee's separation
from the firm, shall be considered as a material breach of contract and grounds for termination.
1.14 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership
relationship. Neither party has authority to enter into contracts as agent for the other party.
Consultant and City agree to the following rights consistent with an independent contractor
relationship:
1. Consultant has the right to perform services for others during the term of this
Agreement; and
2. Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed; and
3. Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement; and
4. Consultant or Consultant's employees or subcontractors shall perform the services
required by this Agreement. City shall not hire, supervise, or pay any assistants
to help Consultant; and
5. Neither Consultant nor Consultant's employees or subcontractors shall receive
any training from City in the skills necessary to perform the services required by
this Agreement; and
6. City shall not require Consultant or Consultant's employees or subcontractors to
devote full time to performing the services required by this Agreement; and
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7. Neither Consultant nor Consultant's employees or subcontractors are eligible to
participate in any employee pension, health, vacation pay, sick pay, or other
fringe benefit plan of City.
1.15 CONFIDENTIALITY; DISPOSITION OF MATERIALS; PROPRIETARY
INFORMATION
Each party shall take reasonable measures to preserve the confidentiality of any
proprietary or confidential information provided to it in connection with this engagement,
provided that no claim may be made for any failure to protect information that occurs more than
two (2) years after the termination or expiration of this Agreement.
At the conclusion of the engagement, upon written request, each party shall return to the
other all materials, data and documents that have been provided to the other party, except that
Consultant may retain one (1) copy of City's materials for its archival purposes, subject to
Consultant's confidentiality obligations hereunder. City shall retain ownership of all work
product materials, including data and materials provided by it to Consultant. Original drawings
shall remain the property of Consultant.
City agrees that any and all ideas, concepts, or other intellectual property rights related in
any way to the techniques, knowledge, templates, tools, or processes of the EpicEdge services
provided under this Agreement, whether or not developed for the City, are the exclusive property
of EpicEdge. EpicEdge shall have the exclusive right, title, and ownership to such property.
1.16 LIMITATION OF LIABILITY AND WARRANTY
Should any of Consultant's services not conform to the requirements of this Agreement
and the appended Scope of Services, then and in that event City shall give written notification to
Consultant; thereafter, Consultant shall either (a) promptly re -perform such services to City's
satisfaction at no additional charge, or (b) promptly refund the portion of the fees paid with
respect to such services.
In the event that re -performance of services or refund of applicable fees would not
provide an adequate remedy to City for damages arising from the performance, nonperformance
or breach of this Agreement and the appended Scope of Services, then and in that event
Consultant's maximum total liability, including that of any employee, affiliate, agent or
contractor, relating to its services, regardless of the cause of action, shall be limited to direct
damages in an amount not to exceed the total fees payable under this Agreement.
The foregoing limitation of liability shall not apply to the extent that any liability arises
from the gross negligence or willful misconduct of Consultant, its employees, affiliates, agents or
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contractors, or from bodily injury, death of any person, or damage to any real or tangible
personal property. Neither party shall be liable for any indirect, special or consequential
damages.
Limited Warranty. EpicEdge warrants to Client that during the term of this Agreement, the
Services will be performed in a professional and workmanlike manner in accordance with
applicable commercial standards. EPICEDGE MAKES NO OTHER WARRANTIES OR
REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE
SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -
INFRINGEMENT.
1.17 INDEMNIFICATION
Consultant agrees to hold harmless, defend, and indemnify City for and from any third
party claim or liability (including reasonable defense costs and attorneys' fees) to the extent
arising from or in connection with the negligence of Consultant or its employees or agents in the
course of performing services. The limitation of liability set forth in Section 1.16 herein applies
to Consultant's indemnity obligations pursuant to this Section 1.17, but the limitation shall not
apply to the extent that any liability arises from the gross negligence or willful misconduct of
Consultant, its employees, affiliates, agents or contractors or from bodily injury, death of any
person, of damage to any real or tangible personal property.
Except to the extent that Consultant is obligated to indemnify City, City shall indemnify
and hold Consultant, its employees, affiliates or agents harmless from any third party claim or
liability (including reasonable defense costs and attorneys' fees) to the extent arising from or in
connection with the services performed by Consultant or City's use thereof.
1.18 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term
of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
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Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant must retain the
certificates of insurance for the duration of this Agreement, and shall have the responsibility of
enforcing these insurance requirements among its subconsultants. City shall be entitled, upon
request and without expense, to receive copies of these certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non -renewal or any material change in coverage, a notice thereof
shall be given to City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Consultant.
(3) Terms "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees and
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self -Insured Retentions of
whatever nature.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City. Such Certificates of
Insurance are evidenced as Exhibit "B" entitled "Certificates of Insurance."
1.19 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Compliance with Laws. Consultant, its consultants, agents, employees and
subcontractors shall use best efforts to comply with all applicable federal and state laws, the
Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules
and regulations promulgated by local, state and national boards, bureaus and agencies.
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Consultant shall further obtain all permits and licenses required in the performance of the
services contracted for herein.
Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the
services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
1.20 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required for the
Project.
1.21 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
1.22 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
1. Withhold FICA from Consultant's payments or make FICA payments on
Consultant's behalf; or
2. Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
3. Withhold state or federal income tax from Consultant's payments.
1.23 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
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Notice to Consultant:
Robert Cohan
5508 Highway 290 West
3rd Floor
Austin, TX 78735
Notice to City:
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.24 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if
legal action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This
Agreement shall be governed by and construed in accordance with the laws and court decisions
of the State of Texas.
1.25 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
1.26 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be sought to be resolved with the help of a mutually selected
mediator. If the parties cannot agree on a mediator, City and Consultant shall each select a
mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than
attorney fees, associated with the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
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1.27 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.28 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant understands and agrees that time is of the essence and
that any failure of Consultant to complete the services for each phase of this Agreement within
the agreed Project schedule will constitute a material breach of this Agreement. Consultant shall
be fully responsible for its delays or for failures to use best efforts in accordance with the terms
of this Agreement. Where damage is caused to City due to Consultant's failure to perform in
these circumstances, City may withhold, to the extent of such damage, Consultant's payments
hereunder without waiver of any of City's additional legal rights or remedies. City shall render
decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly
progress of Consultant's work.
Force Majeure. Neither City nor Consultant shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
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IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor Christine R. Martinez, City Secretary
Date Signed: Date Signed:
EPICEDGE
By:
Robert Cohan, Executive Vice President
Date Signed:
ATTACHMENTS
Exhibit "A": Scope of Services
Exhibit "B": Certificates of Insurance
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EXHIBIT "A"
SCOPE OF SERVICES
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Exhibit A — Statement of Services
Purpose
This document establishes the scope of services to be provided by EpicEdge to the City of Round
Rock, the project timeline, and the assumptions on which both are based. During the project,
EpicEdge and the City shall agree upon any changes to the project scope or the deliverables
specified in this Statement of Services. All changes will be handled through a project change
request form, which will be included as part of the delivered project documentation.
Overview of Solution
The proposed scope of the upgrade project includes:
• Project planning and management;
• Providing PeopleSoft 8.4 Security, GL, AP, PO and AM experience during the FIT/GAP
and conceptual design sessions with the City.
• Performing the upgrade utilizing both on-site consultants and Lab staff from EpicEdge;
• Incorporating any required City customizations;
• Providing Unit Testing before delivery;
• Providing knowledge transfer to the City's functional and technical Subject Matter
Experts (SMEs); and,
• Providing post -production support.
Table 1 shows the PeopleSoft modules/functionality that EpicEdge will upgrade for the City.
Table 1. Modules/Functionality to Upgrade
✓ General Ledger
✓ Asset Management
✓ PeopleSoft Tools
✓ Accounts Payables
✓ Purchasing
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Timeframe for Major Upgrade Project Activities
June JJuly
August
ept.
Project Planning and Fit/Gap
Lab Upgrade
Lab U nit Testing
Design/Traing Documents Created
Integration of Customizations
Adaptation of v7.X business processes to v8.X
TesTes=ith EpicEdge
End User Training at EpicEdge
Support on-site
This upgrade is intended primarily as a technical upgrade. The City does not plan to implement
extensive new baseline functionality except for a new Security system based on the delivered
PeopleSoft security Roles and delivered AP/PO workflow. The exception to the "no new
functionality" rule is if a new feature in baseline release 8.4 eliminates an existing customization.
In that situation, it is most likely that the customization would be eliminated and the new feature
implemented.
The scope of work includes time for EpicEdge to analyze and present recommendations to
incorporate additional functional features for GL, AP, PO and AM during the first week and
during testing. It does not include functional hours if this review turns into a significant re-
implementation of any of the modules, security or workflow.
PHASE 1
Planning and Fit Gap Phase Activities
Project Planning and Organization
During this phase of the project, EpicEdge will work with City personnel to establish a
framework to ensure success. The following activities will be performed:
1. Complete and refine the project management materials, including the project workplan,
staffing plan, and other transition plans. Clarify basic project structure, roles and
responsibilities.
2. Conduct kickoff meeting to brief team members on their roles. To be successful, the
project requires that City SME's perform an in-depth review of new version
functionality. EpicEdge will provide the City's staff with a detailed project schedule by
the end of the second week of this Planning Phase that shows when they will be required
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to participate and at what level, so that these key resources can plan their work
accordingly.
3. Meet with the City's Steering Committee and/or other management stakeholders to brief
them on the project objectives and strategy;
4. Confirm all technical assumptions and determine the key technical architecture prior to
reviewing functional requirements.
Functional Review
A functional review also takes place during Phase 1, parallel to other activities. The functional
review begins immediately after the project workplan is in place. EpicEdge will craft a roadmap
to clearly identify functional differences between release 7.5 and release 8.4.
During the functional review, EpicEdge will lead the project team in the following activities:
1. Introduce and assess new version 8.4 features and functionality;
2. Confirm the City's custom modifications so they can be evaluated in detail against the
new functionality;
3. Determine which modifications can be eliminated while still retaining needed
functionality for the City of Round Rock;
4. Identify potential functionality gaps.
Modification Analysis
EpicEdge will lead the project team in running scenarios of business transactions on the new
system. From this activity, the team documents any new "to be" processes, and makes note of
any additional functionality gaps that emerge. The team then conducts another review of the
identified gaps, and the City of Round Rock determines whether existing customizations are still
critical to the operation of the system. Any gaps remaining after re-engineering, workarounds, or
elimination of unnecessary customized features must be addressed by system modification.
EpicEdge's functional analyst will analyze each gap and prepare a design document for the
modification in consultation with the implementation team and the technical analyst. The design
document defines the approach for changing the system to satisfy the underlying requirement,
and includes an estimate for hours required to make this modification. The City of Round Rock
will expedite the review of these designs.
Knowledge Transfer and Change Management
EpicEdge will assist the City in adapting to the cultural, procedural, and technology changes
introduced by Version 8.4 by beginning knowledge transfer from day one. The Change
Management Plan is a Phase 1 deliverable that includes the following information:
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• List of individuals affected by change (stakeholders)
• List of changes these individuals will undergo to support new processes, and any gaps
they have in undertaking the PeopleSoft transformation
• A plan to target how to fill gaps, through knowledge transfer, training,
communications, sponsorship, etc.
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PHASE 2
In our Lab
Upgrade/Development Phase Activities
During this phase, several activities are happening concurrently. In our lab in Austin, the
technical staff begins designing, programming and unit testing all of the approved modifications
after transmition of the client database. All compare reports between the existing database and
the upgraded database are being reviewed for any differences and any modifications are being
upgraded and incorporated. Lastly the required patches and fixes are being applied and the
system is being Unit Tested. Delta Training for users is being developed and any new business
processes from the functional review are being documented. Users are being prepared for the
changes between the old and new releases.
On -Site
After the conclusion of the upgrade in our lab, EpicEdge resources will install the
application and the upgraded database at the City of Round Rock. The functional
consultants will present the new configuration and training documents for review by the
City. The onsite -consultants will unit testing the application for final handoff for user
acceptance testing. This step verifies the installed environments and any required
customizations. EpicEdge will unit test the converted data in the release 8.4 database by running
a number of key processes to confirm counts and integrity. The upgrade database is first run of
data conversion routines that gives the functional team an initial set of data for prototyping and
testing. The "vanilla" installation steps are documented in detail by PeopleSoft, and the
installation follows an orderly sequential process through each step. EpicEdge will use a
combination of PeopleSoft upgrade scripts, data management utilities, and EpicEdge-developed
SQL routines (as needed) to facilitate upgrading the City environment from the release 7.52 to
release 8.4
PHASE 3
Testing Phase
During this phase, the business process scenarios developed in the functional review are used
again for comprehensive system testing. The EpicEdge functional analyst will coordinate the
testing process with the City, but the entire project team will be involved in this activity.
When system testing is complete and the results verified, EpicEdge will initiate the final round of
acceptance testing prior to moving over to production. The endpoint of this final round of testing
is acceptance of the system by the City of Round Rock. When this has been accomplished,
EpicEdge will begin the final upgrade to the Production Environment. This move is conducted in
conjunction with the City of Round Rock user activities to minimize disruption.
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Unit Testing
Lead role
N/A
Integration Testing
Support (if needed)
Lead role
System Testing
Support (if needed)
Lead role
User Acceptance Test
Support (if needed)
Lead role
Performance Tuning
Lead role
Support
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PHASE 4
Transition/Deployment Phase Activities
During this period, prior to deployment, EpicEdge trainers will hold sessions with the City of
Round Rock end users to acquaint them with the differences in release 8.4. All initial end user
training will be complete before the system is moved to production.
Training Development. While the technical team is completing the upgrade, EpicEdge will
outline the release 8.4 differences and customize associated training material templates.
Post -Production Activities
To assist the City in any issues that may arise after the cutover to the new system, EpicEdge has
proposed on-site support as needed from the same consultants who worked on the
implementation. This staff will be directed and managed by the City of Round Rock, and can be
used for help desk support, issue investigation and resolution, and planning for additional system
functionality or features.
Planning/
Fit/Gap
Phase
6/12/03
City of Round Rock Timeline for
PeopleSoft 8.4 Upgrade
Upgrade/Development
Phase
6/30103
Installation/Integration
of Customizations
7/28/03
Testing Phase
8/4/03
Transition/
Deployment
Phase
8/25/03
Go -Live
9/1/03
Planning Phase
1 -Project Kickoff/planning
2 -Equipment Assessment and
Purchase
3 -Customization Assessment
4 -Copy of PROD Sent to LAB
5 -Functional GAP Assessment
6 -Deliverable documents provided
and modified (Training,
Configuration etc.)
7 -Conversion Planning
8 -Compare Reports Run and
evaluated
Upgrade
1 -Creation of New Environment
2 -Apply needed Patches & Fixes
3 -Apply customizations
4 -Lab Unit Testing
5 -Conversion of Sample Data
6 -New equipment arrives and
installation of PS 8.x at client
7 -Modify SQR's and Crystals
Installation
1 -Install Hardware and Software
2 -Install New Development and
Convert
3 -Test Performance
4 -Integration of Customizations
5 -Business Process Adaptation
6 -Migration of Reporting Library &
SQR's
Transition Phase
1 -End User Training
2 -Prepare for Production Support
3 -Go -live Conversion of Data
4 -Plan Post Upgrade Enhancements
Testing Phase
1- Conversion of historical data
2- Unit Testing
3- Integration Testing
4- System Testing
5. - UAT
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Jami Malone
GUAM Functional;
Lead
Linda Brown
AF/PO Functional;
Specialist
Mark Ferguson i
Technical Lead
Upgrade/DBA
TBD
Technical Analysti
Customizations
•
City of Round Rock
PeopleSoft Financials Upgrade
Proposed Project Team
Steering Comittee
City of Round Rock
City of Round
Rock Project
Manager
Keith Velasquez
EE Pro'ect/LAB
Manager
TBD
_ _ TBD
; GUAM Functional i 1 Security i
Lead i Administrator i
TBD i
A/PO Functional ; i 1BD
DBA
Specialist
TBD
Technical Lead
Upgrade/DBMS
TBD
; Technical Analyst 1
Customizations
1B0
Network
; Administrator i
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Key Personnel
Engagement Manager: Mr. Rafi Aghababian — Rafi is a senior Engagement Manager with
extensive experience in clients of all sizes, including retail, manufacturing, energy, products,
financial and high-tech companies. Prior to his Big -Five consulting career, Rafi was an
independent management consultant at Transamerica Occidental Life, Controller Division, and a
CFO of a $2.5 million food company. Rafi received his M.B.A. in Finance at Rutgers Graduate
School of Management in December 1991 and my B.S. in Economics from Manhattan College in
June 1989. His experience covers such areas as packaged financial software implementations,
assessment and implementation of new technologies, ASP hosting solutions and process
improvements for both IT and Financial Departments, reengineering of accounting procedures,
strategic business planning, financial reporting, and cost accounting.
Project Manager/Lab Manager: Mr. Keith Velasquez — Keith is a highly skilled PeopleSoft
technical professional with seven years experience in analysis, development and support of State
of Texas financials systems. Performed a full range of technical responsibilities for the ISAS
statewide team at the Texas Comptroller of Public Accounts, including support of the statewide
ISAS interfaces. Effective liaison between functional and technical staff, translating end user
requests into new programs and reports. Significant experience in all PeopleSoft reporting tools,
including Query, SQR, Crystal and nVision. Supported, developed, and participated in
PeopleTools and PeopleSoft application upgrades. He is well versed at applying patches and
fixes to all version of PeopleSoft. A dedicated and self -motivated team player with exceptional
verbal and written communication skills.
GL/AM Functional Lead: Ms. Jami Malone — Jami is an experienced PeopleSoft Public Sector
and ISAS professional. Jami performed a full range of Functional and Training responsibilities
for the ISAS statewide team at the Texas Comptroller of Public Accounts, including support of
the statewide ISAS interfaces. Jami is a specialist in the PeopleSoft General Ledger and Asset
Management modules, with experience in Purchasing and Accounts Payable. Jami also gained
significant ISAS experience as a budget analyst with the Texas Workforce Commission (TWC)
where she managed the budgeting of payments and purchase requests. She also participated in
the development and testing of TWC's workflow deployment. In addition, she gained significant
Texas government experience as a Chief Accountant at MHMR. She is a Certified PeopleSoft
Financials Consultant.
AP/PO Functional Lead: Linda Brown — Linda is an experienced Functional Business Analyst
for PeopleSoft Financials Releases 7.0, 7.5, 8.0 and 8.4, with a specialty in the Education &
Government version. Her focus has been in the PeopleSoft accounts payables, purchasing,
procurement, and asset management modules. Linda has over two years of PeopleSoft
implementation and upgrade experience as well as more than eight years of public sector
accounting background. She has served as a team member for requirements definition, fit/gap
analysis, system design and specifications, implementation, workflow analysis, user training, and
production support. She combines excellent communication and leadership skills with strong
analytical and process design abilities and continues to sharpen her PeopleSoft skills by engaging
in classes on a continuing basis. Linda is also a PeopleSoft 8 Certified Financials Consultant.
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Technical Lead: Mark Ferguson — Mark is a nine-year veteran PeopleSoft HRMS and
Financials technical consultant. Mark has participated in eight PeopleSoft implementations
dating back to some of the initial PeopleSoft projects. He has over sixteen years of experience
working with information systems, database products and human resource software. Mark most
recently has been a lead technical PeopleSoft resource for the Texas Comptroller of Public
Accounts, where he supported the statewide Financials application, AP, PO, GL, AM modules.
Previously, Mark solved some of the most complex reporting, customization and interface issues
facing the Texas Department of Mental Health and Mental Retardation's PeopleSoft Training
implementation. Mark holds a Bachelors and Masters in computer science and has worked on
PeopleSoft HRMS since version 2.
Staff Roles and Responsibilities
A Roles and Responsibilities matrix is provided below for planning purposes. An updated
resource schedule and resource leveling will be confirmed during the Project Planning phase.
Role
Resource
Responsibilities
Steering /
Management
Committee
City Management
EpicEdge
Engagement
Manager
• Set strategic project direction and govern project
• Address schedule and budget changes, both current and forecast
• Create conditions that enable the project organization to function in the most
efficient manner
• Make decisions regarding the issues presented to it by the client Project
Manager and the EpicEdge Project Manager
• Review the high-level results of quality assurance reviews
• Set high level project strategy
Engagement
Manager
EpicEdge resource
• Updates Project Scope, Contract Terms, Staffing Schedules, Quality Plans, and
other project related materials
• Create and update project cost and timeline estimates
• Measure project performance
• Implement project Quality Review and standard processes
• Participate in post upgrade project audit tasks
Project Managers
City resource
EpicEdge
Resource
• Manages and oversees Project Upgrade Plan and Budget
• Manages updates to Project Scope, Terms of Reference, Staffing Schedules,
Quality Plans, and other project related materials
• Manages and oversees the upgrade contract
• Lead the project and coordinate resources for project
• Approves project performance
• Oversees tracking and resolution of project issues
• Conduct project status meetings
• Signs off on project deliverables
• Participate in post upgrade project audit tasks
• Escalate issues to Executive Steering Committee
Technical Lead
EpicEdge Resource
• Designs the new programs and interfaces (if applicable)
• Unit and integration testing of modifications and correct problems
• Install and configuration of software
• Assist in support of PeopleSoft technical environment
• Coordinate with Lab resources and Functional team members
• Resolve technical issues
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Role -
Resource
Responsibilities
Functional Leads
EpicEdge Resources
• Providing senior "hands-on" leadership for the upgrade with independent
accountability to the Project Management
• Drive business process analysis and reengineering, design, configuration,
construction, testing, upgrade, post upgrade and training tasks
• Developing, maintaining and monitoring the project Workplan for
specified f inctional areas
• Define and coordinate roles and responsibilities of team members
• Report project progress to Project Manager
• Drive prototyping Fit analysis
• Facilitate module team meetings
• Assist with Design of forms and manuals
• Facilitate the transfer of knowledge to client staff
• Support users during Post Production
• Partake in post upgrade project audit tasks
• Prepare end user training materials
• Conduct end user training
Functional Leads
EpicEdge and City
Resources
• Facilitating issues and problems resolution for specified functional areas and
escalating issues and problems that "cross the enterprise" — integration issues.
• Participate in creating project Standards and Procedures, Testing Plans and
other project related materials
• Work with conversion analyst to ensure data validity
• Work with SMEs to determine and document required reference and prompt
table values
• Define application security
• Develop functional procedures and documentation
• Participate in integration, acceptance, and parallel test plans, participate in
testing, and resolve test results
Subject Matter
Experts
City Resources
• Client business process and business rule experts
• Define existing business rules and processes
• Participate in 'To Be' processes and rules
• Perform Fit analysis and prototyping
• Deliverables/Milestones/Sign-Offs
• Define Forms & Labels and procedures manual
• Provide legacy system information
• Perform functional configuration activities specific to client requirements
• Prototype transactions
• Perform acceptance and integration testing
• Test converted data
• Assist project team in business analysis, design, construction, data conversion,
interface design and construction, testing, upgrade, and post upgrade activities
Technical Lead
City Resource
• Construction of modifications (where applicable)
• Develops new programs and interfaces (where applicable)
• Unit and integration testing of modifications and correct problems
• Assist in conversion activities
• Assist in support of PeopleSoft technical environment
• Coordinate with other technical and functional team members
• Resolve technical issues Track and resolve project issues
• Participate in project status meetings
• Secures deliverable sign -off
• Participate in post upgrade project audit tasks
Technical and
Functional
Testers
EpicEdge and City
resources
• Develops new programs and interfaces (if applicable)
• Unit and integration testing of modifications and correct problems
• Assist in conversion activities
• Assist in support of PeopleSoft technical environment
• Coordinate with other technical and functional team members
• Resolve technical issues
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Role
Resource
Responsibilities
Trainer
EpicEdge and City
Resources
• Define end user training objective and strategies
• Create and manage training plans
• Gain an understanding of business processes
• Translate business processes into training exercises
• Design and develop training manuals and materials
• Coordinate with upgrade team
• Assist with population of training database
• Conduct training classes
PeopleSoft
System
Administrator
City Resource
• Apply PeopleSoft Updates and Fixes
• Monitor PeopleSoft environments
• Provide ongoing PeopleSoft support
• Migrate new objects and changes
• Test fixes and updates and resolve problems
• Support the application during upgrade and post upgrade
• Tunes the application
Network/Server
Administrator
City Resource
• Performs network activities and remote access setups
• Carry out performance evaluation and improvement steps
• Institute network security
• Develop operation, security and support procedures
• Develop server backup/recovery processes
• Create disaster recovery routines
• Test disaster recovery plans
PeopleSoft
Database
Administrator
City Resource
• Administers the PeopleSoft databases
• Define operating procedures
• Define and manage PeopleSoft DBMS environments
• Install PeopleSoft database instances
• Perform database administrative work
• Develop backup and recovery procedures
• Perform version control
• Test disaster recovery plans
• Monitor operations
• Tune DBMS environment
Security
Administrator
City Resource
• Maps security requirements to PeopleSoft
• Configure network, server, database, and application object and operator
security.
• Define security procedures, policy and objectives
• Prototype and test security
• Set up user security
Project Assumptions
The following assumptions apply to the scope, execution, and deliverables for this project:
1. Project management. The City of Round Rock will share project management
responsibilities with EpicEdge and jointly manage the tasks according to the detailed
project workplans. The City of Round Rock will assign one full time employee to function
as overall project manager. EpicEdge and the City of Round Rock will work together to
achieve the objectives of this project.
The City of Round Rock project manager will take responsibility to:
• Mobilize the support of the entire organization;
• Take ownership for the initiative;
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• Make key decisions regarding the overall direction of the project, including but not
limited to decisions concerning system design; controls and system procedures to be
implemented; project scope and timetable;
• Provide guidance and ongoing support to the team;
■ Participate in regular project leadership and team meetings;
• Assess and manage project risk;
• Resolve escalated issues;
• Assess the impact of proposed changes in scope and make final decision on change
requests; and
• Facilitate availability of proper resources to achieve implementation capabilities.
2. The City of Round Rock team members. City of Round Rock staff members will
support the creation of Fit Gap documents and new system design, contributing
approximately 50% of the total project time helping with the requirements review and
system design activities. This "best estimate" of hours is based on using PeopleSoft's
delivered functionality, and eliminating or reducing existing customizations where feasible.
The City of Round Rock team members will work with EpicEdge to complete the
following:
• Participate in interviews and workshops;
■ Participate in all regularly scheduled status meetings;
• Provide business and organizational knowledge to assist in the definition of business
requirements, design of processes, and creation of system configuration;
■ Fulfill data requests and answer requirements gathering questions in a timely manner,
in most cases no more than three working days, so as not to cause project delays
• Review and validate design specifications;
• Validate business process scripts;
• Configuring the systems for any needed system changes;
• Assist in refining testing materials provided by EpicEdge.
• Execute testing;
• Create and test samples of business transactions and steps to prepare realistic "day in
the life" test scripts.
• Test and validate data conversion, interfaces, custom reports, external documents;
• Cleanse and reconcile transactional data from the source systems, including journal
entries, and invoices;
• Provide required database copy;
• Verify the integrity of all data prior to it being loaded into production;
• Report open issues to project management;
• Develop data integration, data conversion and technical environment strategies;
• Execute technical development tasks;
• Manage change migration standards and tools;
• Resolve technical issues and provide status to project management;
• Acquire and Assist Design, build, test, deploy and maintain server, LAN/WAN
connectivity of all internal and remote locations, backup, recovery, change migration,
and other technical infrastructure capabilities.
3. Completion of tasks. The City of Round Rock will work with EpicEdge to complete all
project tasks and activities. the City of Round Rock resources assigned to the project will
complete project tasks within the time allocated by the detailed project schedule.
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4. Management involvement. Managers for the departments affected by this project will be
actively involved in this project. They will be expected to participate in all significant
decisions affecting their respective area, and, where appropriate, provide resources to
complete specific tasks that have been assigned to their department.
5. Resource commitment. The City of Round Rock will have fulltime and part-time
resources (the City of Round Rock team leads, super users, network administrators, and
business users) available as required, potentially up to 30-40 hours per week throughout the
project.
6. Hardware/software installation. EpicEdge with assistance from the City of Round Rock
will be responsible for software installation and configuration. The City of Round Rock
will be responsible for detailed hardware tasks and determining technical and hardware
direction and requirements related to PeopleSoft. This includes set-up of any new
hardware, connectivity to the user desktops, cabling and configuration of user workstations.
7. Help Desk. The City of Round Rock will provide a central point -of -contact responsible for
all Help Desk issues during the testing and post go -live support phase of the project in
order to centrally control issues. EpicEdge will utilize the City of Round Rock 's internal
Help Desk.
8. Work environment. The City of Round Rock will provide a suitable work environment
for the project team.
9. Data protection. Client acknowledges that Client and/or its affiliates (i) are the
controller(s) of any Client, affiliate, or third party data or databases accessed and/or
processed by EpicEdge in the course of performing the Services, including, but not limited
to, data relating to individuals (the "Data"), and (ii) will be solely responsible to third
parties for such Data, including, but not limited to, the individuals to whom the Data relate
and Client and affiliate personnel. Client represents and warrants to EpicEdge that all Data
processing and transfers between Client, its affiliates and EpicEdge will be conducted in
full compliance with any laws or regulations applicable to the protection of data. Client
further acknowledges that Client and its affiliates are solely responsible for providing
EpicEdge with directions and instructions relating to any laws or regulations applicable to
the protection of data, upon which directions and instructions EpicEdge will rely
exclusively when accessing and processing Data in performing the Services. In addition,
Client shall be solely responsible for determining the existence of, and complying with, any
laws or regulations applicable to the protection of data as they may apply to EpicEdge's
deliverables.
10. Process redesign. The project utilizes PeopleSoft's best practices for process redesign. In
essence, much of what is currently PeopleSoft's best practices will become the base
specification for the new financial systems. It is assumed that any major redesign of
finance operations will occur in potential future projects.
11. Issue resolution. Timely resolution of project issues will be a critical success factor given
the project timeframe. EpicEdge and the City of Round Rock will work together to
identify, document and drive to resolution any potential functional, technical or other
project related issues. The City of Round Rock will make final decisions regarding
outstanding project issues in no more than five business days.
12. Material business changes. No City of Round Rock acquisitions, mergers or
reorganizations will occur during the project other than what is discussed with the project
planning team The City of Round Rock does not foresee changes in their core business,
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significant deviation from current markets serviced, production or distribution patterns that
may impact the validity or appropriateness of the project estimates.
13. Access to management and staff. The project team will have timely access to all
appropriate City of Round Rock management and staff personnel (both functional and
technical) on an as -needed basis.
14. Suitability and usability of system. The City of Round Rock has sufficiently evaluated
the functionality of PeopleSoft and is satisfied that it meets the City of Round Rock 's key
business requirements.
15. The City of Round Rock team leads/super users. Team leads/super users are experienced
City of Round Rock resources that will drive this implementation process and guide the
efforts of subordinate team members. In order to support the new systems after
implementation, the City of Round Rock will allocate team leads/super users that will
participate throughout the initiative. Team leads/super users will understand how the new
systems have been designed and how the systems operate. Team leads/super users must be
able to provide sufficient knowledge of business policies, processes, and practices to enable
the project team to design the system rapidly and without significant interruption. This is
particularly critical given the timeframe of this project. Refer to the City of Round Rock
Staffing Matrix for a description of the level commit required from the City of Round Rock
team leads/super users.
16. Software training requirements. The City of Round Rock project resources, including
team leads and core team members, should receive adequate software training prior to June
13, 2003 for Financials. Lack of training may result in project delays. PeopleSoft will
train the City of Round Rock project personnel.
17. Software training. The software vendor will deliver all PeopleSoft application training for
The City of Round Rock personnel. Further, the City of Round Rock will provide baseline
computer training (e.g., Windows, Excel, etc.) prior to the rollout of PeopleSoft to all
employees who will utilize the system and who lack proficiency in these areas. EpicEdge
is not responsible for delivery of such training.
18. Training documentation. Training documents and internal classes will be designed based
primarily on standard software functionality.
19. Vendor support. EpicEdge will follow The City of Round Rock procedures for dealing
with vendor related issues. EpicEdge will require access to vendor support (e.g., GCS
support) in order to follow-up and manage vendor software issues.
20. Custom enhancements. Our estimate assumes no modifications to baseline PeopleSoft
(i.e., page modifications or PeopleCode changes) other than the Crystal Reports and SQRs
referenced in your RFO/e-mail, along with "minor" panel changes that will be reviewed
during functional analysis. EpicEdge will work with The City of Round Rock to better
align your business processes with the software applications before we will consider
upgrading any additional customizations.
21. Software Warranty. EpicEdge does not warranty software products or their functionality.
Software selection was based on The City of Round Rock 's independent evaluation of the
software's ability to meet the City of Round Rock 's business requirements. EpicEdge
anticipates some technical difficulties during this project, and has budgeted some technical
resource time to assist The City of Round Rock with related issues. Due to the criticality of
this project, EpicEdge will monitor this area closely.
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22. Hardware acquisition and installation. There will be no delays in the availability of
hardware and software necessary to perform installation and upgrade.
23. Access to facilities. EpicEdge project personnel will have reasonable access to The City of
Round Rock 's facilities during both normal business hours and outside normal business
hours, as the project requires.
24. EpicEdge security/access requirements. EpicEdge project personnel will require system
access as indicated below. Access requirements will be re-evaluated during the first phase
of the project.
• Development - full developer access
• Test - full developer access, not including security
• No access to production
25. Change request process. Any scope changes will need to be documented through a
change order process and signed by both EpicEdge and The City of Round Rock.
Additional work will not be performed in advance without authorization from The City of
Round Rock.
26. PeopleSoft reports and reporting library. The City of Round Rock will update and
modify all reports with assistance and training from EpicEdge.
27. Service Packs, Bundles and Patches. The upgrade includes the installation of all required
and needed service packs, bundles and patches to meet both the business needs and
PeopleSoft support for The City of Round Rock.
28. Production Support. EpicEdge will provide up to 40 hours of production support
following the Go -live period over a two-week period. The City of Round Rock will install
Gotomypc software in the beginning of the project, which will allow EpicEdge to manage
the equipment remotely. The support is not designed for extensive end user training
although some questions are anticipated in the support. Should The City of Round Rock
require additional support, EpicEdge can and will provide additional services at the bill rate
specified for Supplemental Resources below. The support will be by telephone or onsite as
needed, and can be used for the following issues:
a. Technical Errors
b. Questions regarding the tools set for building the interfaces and
customizations
c. Hardware and Performance Issues
d. Connectivity
e. Patches and fixes
29. Project Timeline. EpicEdge will complete all contract deliverables by September 1,
2003, assuming a start date no later than June 13, 2003, and no new customizations.
30. Supplemental Resources. In the event that additional EpicEdge resources are necessary
due to scope changes, project constraints or other factors, the City of Round Rock would
be billed as shown below:
EpicEdge Resource
Hourly Rate
Project Manager/Lab Manager
$125
Technical Lead
$110
Functional Lead
$110
Use or disclosure of data contained on this sheet is
subject to the restriction on the title page of this proposal.
Page 16
Schedule of Deliverables and Payments
69
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Configuration & Training Documents
EXHIBIT "B"
CERTIFICATES OF INSURANCE
16
-Rat°r
MARSH 't'
�Fsu.RA�
- .3,
CERTIFICATE NUMBER
HOU-000494118-01
PRODUCER
Marsh USA, Inc.
1221 South Mopac Expressway, Suite 350
Austin78746
Attn: Lisa Lattuca 512-306-5440
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES DESCRIBED HEREIN.
COMPANIES AFFORDING COVERAGE
COMPANY
A ST. PAUL FIRE & MARINE INS CO
INSURED
EpicEdge, Inc.
5508 Hwy. 290, Ste. 300
COMPANY
B HARTFORD FIRE INSURANCE CO
Austin, TX 78735
COMPANY
C
COMPANY
D
COVERAGES .
This certificate supersgd�1
es'�oissue4certifieptelorlhe policy period noted below.
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MMIDD/YY)
POLICY EXPIRATION
DATE (MM/DD/YY)
LIMITS
A
GENERAL LIABILITY
7E09102591
03/01/03
03/01/04
GENERAL AGGREGATE
$ 2,000,000
X COMMERCIAL GENERAL LIABILITY
PRODUCTS - COMP/OP AGG
$ 2,000,000
-,I I CLAIMS MADE IX I OCCUR
PERSONAL & ADV INJURY
$ 1,000,000
OWNER'S & CONTRACTORS PROT
EACH OCCURRENCE
$ 1,000,000
N
FIRE DAMAGE (Any one fire)
$ 1,000,000
MED EXP (Any one person)
$ 10,000
A
AUTOMOBILE
LIABILITY
ANY AUTO
TE09102591-1
03/01/03
03/01/04
COMBINED SINGLE LIMIT
$ 1,000,000
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per person)
$
X
X
HIRED AUTOS
NON -OWNED AUTOS
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
$
GARAGE
LIABILITY
AUTO ONLY - EA ACCIDENT
$
ANY AUTO
OTHER THAN AUTO ONLY.
EACH ACCIDENT
$
AGGREGATE
$
EXCESS LIABILITY
EACH OCCURRENCE
$
UMBRELLA FORM
AGGREGATE
$
OTHER THAN UMBRELLA FORM
$
A
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
WVA9108220 -
03/01/03
03/01/04
X WC STATU-
TORY LIMITS
I OTH-
ER
EL EACH ACCIDENT
$ 500,000
THE PROPRIETOR/
PARTNERS/EXECUTIVE
INCL
EL DISEASE -POLICY LIMIT
$ 500,000
OFFICERS ARE:
EXCL
EL DISEASE -EACH EMPLOYEE
$ 500,000
B
OTHER
Professional Liability/E&O
007E0217050
03/01/03
03/01/04
1,000,000
DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLESfSPECIAL ITEMS
Certificate holder is included as additional insured as respects General Liability and as required by written contract.
CERTIFICATE :OLDER '4 "*
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
la
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF.
THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL __ail DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE
ISSUER OF THIS CERTIFICATE
?2
MARSH USA INC.
BY: Richard D. Jeter ,2 -
VALID AS OF. '6/05/03
DATE: June 6, 2003
SUBJECT: City Council Meeting — June 12, 2003
ITEM: 10.C.2. Consider a resolution authorizing the Mayor to execute an
agreement with Epic Edge, Inc. for technical consulting services to
upgrade the City's financial computer information system.
Resource: David Kautz, Assistant City Manager
History:
Funding:
Epic Edge will provide valuable functional and technical consulting resources
to the City to upgrade its existing PeopleSoft Education and Government 7.5
version to PeopleSoft 8.4, a web -based financial system. The City
purchased the PeopleSoft Financial System version 6.0 in April 1998. The
upgrade the system to version 7.5 in August 2000. PeopleSoft Maintenance
Agreement will no longer support the current version PeopleSoft Education
and Government 7.5 version after October 2003.
Cost: $ 100, 760.00
Source of Funds: The Self -Finance Construction Fund
Outside Resources: N/A
Impact/Benefit:
PeopleSoft 8.4 provides pure internet architecture. It provides powerful new
functionality for secure, scalable Internet -based access and integration. This
next -generation architecture leverages the latest in Internet technologies and
concepts to deliver real-time secure access of the PeopleSoft Financial
System for the Finance, Purchasing, and Budget Departments.
Public Comment: N/A
Sponsor: Finance Department
RECORDED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR CONSULTING SERVICES
WITH EPICEDGE, INC.
�(filk% THIS AGREEMENT is made and entered into on this the (7 day of the month of
2003, by and between the CITY OF ROUND ROCK, a Texas home -rule municipal
om) corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299
(hereinafter referred to as the "City"), and EPICEDGE, Inc., a Texas corporation, whose offices
are located at 5508 Highway 290 West, 3rd Floor, Austin, Texas 78735 (hereinafter referred to
as "Consultant").
RECITALS:
WHEREAS, City desires to contract for Consultant's performance of professional
computer consulting services for the City's financial system upgrade, and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date it has been signed by every party hereto,
and shall remain in full force and effect unless and until it expires by operation of the tern
indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than three hundred sixty-five (365) calendar
days from the effective date hereof.
1.02 GENERAL CONDITIONS
The General Conditions contained herein shall apply to the Scope of Services, attached
hereto as Exhibit "A" and made a part hereof of all appropriate purposes. This Agreement and
such Scope of Services is entered into by and between the City of Round Rock or its subsidiaries
or affiliates (collectively "City") and EpicEdge.
1.03 SCOPE OF SERVICES
G: Noelle\PeopleSoft Upgrade Info,Epie Edge Contract Final 000512971-DOC/jkg
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignment(s) delineated therein. Such Scope of Services is appended to this Agreement and is
labeled as Exhibit "A." Such Scope of Services shall be deemed to incorporate the General
Conditions contained herein. As described in Section 2.0 of the City's Request for Offer (03-
009), the City anticipates that functional and technical assistance may be needed to implement
additional PeopleSoft functionality once the core upgrade is completed. In that event, EpicEdge
will provide, for the City's review and approval, a Phase 2 Scope of Services. Except with
respect to the description of specific services and fees for the assignment(s) delineated therein,
the General Conditions of this Agreement and this Agreement itself shall prevail over any
conflicting terms therein. Taken together with the appended Scope of Services, the General
Conditions contained in this Agreement shall evidence the entire understanding and agreement
between the parties and supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of
Services. Consultant's undertakings shall be limited to performing services for City and/or
advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform its services in accordance with these General Conditions and this
Agreement, in accordance with the appended Scope of Services, in accordance with due care,
and in accordance with prevailing consulting industry standards for comparable services.
1.04 PAYMENT FOR SERVICES; SUPPLEMENTAL AGREEMENTS
Payment for Basic Services: In consideration for the consulting services to be
performed by Consultant, City agrees to pay Consultant the following sum(s) as stated herein:
Upgrade Consulting Services $100,760.00
Unless subsequently changed by additional Supplemental Agreement to this Agreement,
duly authorized by City Council Resolution, Consultant's total compensation hereunder shall not
exceed $100,760.00. This amount represents the absolute limit of City's liability to Consultant
hereunder unless same shall be changed by additional Supplemental Agreement hereto.
Deductions. No deductions shall be made from Consultant's compensation on account
of penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions. No additions shall be made to Consultant's compensation based upon Project
claims, whether paid by City or denied.
Supplemental Agreements. The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council Resolution, if the City decides
to proceed with a Phase 2 Scope of Services; or if the City determines that there has been a
significant change in (1) the scope, complexity, or character of the services to be performed in
the initial phase; or (2) the duration of the initial phase. Any such Supplemental Agreement
2
must be executed by both parties within the period specified as the term of this Agreement.
Consultant shall not perform any work or incur any additional costs prior to the execution, by
both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work
done or materials furnished unless and until there is full execution of any Supplemental
Agreement, and City shall not be responsible for actions by Consultant nor for any costs incurred
by Consultant relating to additional work not directly authorized by Supplemental Agreement.
Should any additional services be required, EpicEdge will provide services based on the hourly
rates outlined in the Scope of Services.
1.05 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the following timetable structure and deliverable due dates set forth in the Scope of Services
shall apply.
1.06 TERMS OF PAYMENT; REIMBURSABLE EXPENSES
Acceptance. The purpose of the acceptance process is to confirm that each deliverable
meets the expectations of both parties (City of Round Rock and EpicEdge). Since the project is
based on an aggressive schedule, the timely sign -off of project deliverables will be critical to its
success.
Upon submittal by EpicEdge, the City shall promptly inspect each item identified as a key
deliverable in Exhibit A, "Scope of Services", and shall evaluate such deliverable for
completeness, accuracy, and clarity. The City shall provide written approval of the deliverable
or a statement of deficiencies to EpicEdge within five (5) business days, or other timeframe
mutually agreed upon by the project managers for EpicEdge and the City. EpicEdge shall
resolve the deficiencies within an additional five (5) business days, or other timeframe mutually
agreed upon by the project managers for EpicEdge and the City.
Invoices. To receive payment for services, Consultant shall prepare and submit a series
of invoices in a form acceptable to City. Each invoice for professional services shall identify the
specific deliverables for which payment is requested, based on Exhibit A, "Scope of Services".
All payments to Consultant shall be made on the basis of the invoices submitted by Consultant
and approved by City. The City's acceptance of the deliverable(s) for which payment is
requested, in accordance with the preceding paragraphs, shall constitute the basis for approval of
invoices. Should additional backup material be requested by City, Consultant shall comply
promptly with such request. In this regard, should City determine it necessary, Consultant shall
make all records and books relating to this Agreement available to City for inspection and
auditing purposes.
Payment of Invoices. City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
3
requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.07 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets. City may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
Reimbursable Expenses. Payment for customary reimbursable expenses hereunder shall
not exceed the maximum sum of $0.00. City shall pay Consultant for reimbursable expenses on
a monthly basis, as invoiced and documented, at actual cost.
1.07 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days of the day on which City receives the
performance, or within thirty (30) days of the day on which the performance of services was
complete, or within thirty (30) days of the day on which City receives a correct invoice for the
performance or services, whichever is later. Consultant may charge a late fee (fee shall not be
greater than that which is permitted by Texas law) for payments not made in accordance with
this Prompt Payment Policy; however, this policy does not apply to payments made by City in
the event:
1. There is a bona fide dispute between City and Consultant concerning the services
performed that causes the payment to be late; or
2. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
3. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier concerning the services performed which causes the
payment to be late; or
4. The invoice is not mailed to City in strict accordance with instructions, if any, on
any purchase order or this Agreement.
1.08 NON -APPROPRIATION
4
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then -current fiscal year.
1.09 TERMINATION OR DEFAULT
Termination. In connection with the work outlined in this Agreement, it is agreed and
fully understood by Consultant that City may cancel or indefinitely suspend further work
hereunder or terminate this Agreement either for cause or for the convenience of City, upon
fifteen (15) business days' written notice to Consultant, with the understanding that immediately
upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Consultant shall invoice City for all work satisfactorily completed and shall be compensated in
accordance with the terms of this Agreement for all work accomplished prior to the receipt of
said notice. No amount shall be due for lost or anticipated profits. Unless otherwise specified
herein, all plans, surveys, and other data, designs and all work products related to the Project
shall become the property of City upon termination of this Agreement, and shall be promptly
delivered to City in a reasonably organized form without restriction on future use. Should City
subsequently contract with a new consultant for continuation of services on the Project,
Consultant shall cooperate in providing information. In addition to, the City may directly
contract with staff currently assigned to this project by EpicEdge in the event such termination is
the result of a termination for cause
Default. For purposes of this Agreement, the term "default" shall mean (i) the failure of
any Party to perform any material obligation in the time and manner provided by this Agreement,
and (ii) the inability of EpicEdge to sustain normal business operations. Either party may
terminate this Agreement in the event of a default by the other Party by providing a written
Notice of Termination to the defaulting Party. Such Notice of Termination shall become
effective no less than ten (10) calendar days after a Party receives such notice. Such Notice of
Termination for cause shall include a statement by the terminating Party setting forth the grounds
for determination of default under this section.
Upon a Notice of Termination by a Party arising from its default under this Agreement, the
defaulting Party shall have five (5) business days from the receipt of such notice to cure the
default by making such payment or performing the required obligation. If the default is cured to
the mutual satisfaction of the Parties, the Agreement shall remain in effect upon written
acceptance of the cure by the Party who issued the Notice of Termination for cause.
Should this Agreement be terminated by the City because of the inability of EpicEdge to sustain
normal business operations, the City may (without limiting any of its other remedies) contract
directly with any and all staff currently assigned to this project by EpicEdge.
5
City shall not be required to make any payments to Consultant when Consultant is in default
under this Agreement, nor shall this paragraph constitute a waiver of any right, at law and at
equity, which City may have if Consultant is in default, including the right to bring legal action
for damages or to force specific performance of this Agreement.
1.10 CITY'S RESPONSIBILITIES
Full information. City shall provide full info' iation regarding Project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required, if any, to enable Consultant to provide the services called
for. City shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directions provided by City and its
employees and agents concerning provision of services.
Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Consultant and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Consultant's work.
Tests and inspections. City shall furnish or pay for tests, reports and inspections as
required by law or Project documents.
1.11 Personnel
EpicEdge warrants that all persons assigned to the project shall be employees or subcontractors
of EpicEdge, and shall be fully qualified to perform the work required herein.
Personnel commitments made in EpicEdge's offer shall not be changed without the prior written
approval of the City. Replacement of key personnel, if approved by the City, shall be with
personnel of equal or greater ability and qualifications.
Before assigning an individual to any of the key positions identified in its offer and subsequent
documentation, EpicEdge shall notify the City of the proposed assignment, shall introduce the
individual to the appropriate representatives of the City, and shall provide to the City a resume
and any other information about the individual reasonably requested by the City. The City
reserves the right to interview the individual before granting approval.
1.12 Replacement of Key Personnel at City's Request
The City reserves the right to require EpicEdge to replace key personnel whom the City judges to
be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is
deemed contrary to the best interests of the City. Before a written request is issued, authorized
representatives of the City and EpicEdge will discuss the circumstances and attempt in good faith
6
to resolve the key personnel issue. Upon receipt of a written request from an authorized
representative of the City, EpicEdge shall be required to proceed with the replacement. The
replacement request will include the desired replacement date and the reason for the request.
EpicEdge shall use its best efforts to effect the replacement in a manner that does not degrade
service quality. This provision will not be deemed to give the City the right to require EpicEdge
to terminate any person's employment. Rather, this provision is intended to give the City only
the right to require that EpicEdge discontinue using an employee in the performance of services
for the City.
1.13 Unauthorized Removal of Key Personnel
It is critical to the overall success of the project that EpicEdge not remove or reassign, without
the City's prior written approval (which approval shall not be unreasonably withheld) any of the
key personnel until such time as the key personnel have completed all of their planned and
assigned responsibilities in connection with performance of EpicEdge's obligations under the
contract. The unauthorized removal of key personnel, except by reason of employee's separation
from the firm, shall be considered as a material breach of contract and grounds for termination.
1.14 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership
relationship. Neither party has authority to enter into contracts as agent for the other party.
Consultant and City agree to the following rights consistent with an independent contractor
relationship:
1. Consultant has the right to perform services for others during the term of this
Agreement; and
Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed; and
3. Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement; and
4. Consultant or Consultant's employees or subcontractors shall perform the services
required by this Agreement. City shall not hire, supervise, or pay any assistants
to help Consultant; and
5. Neither Consultant nor Consultant's employees or subcontractors shall receive
any training from City in the skills necessary to perform the services required by
this Agreement; and
6. City shall not require Consultant or Consultant's employees or subcontractors to
devote full time to performing the services required by this Agreement; and
7
7. Neither Consultant nor Consultant's employees or subcontractors are eligible to
participate in any employee pension, health, vacation pay, sick pay, or other
fringe benefit plan of City.
1.15 CONFIDENTIALITY; DISPOSITION OF MATERIALS; PROPRIETARY
INFORMATION
Each party shall take reasonable measures to preserve the confidentiality of any
proprietary or confidential information provided to it in connection with this engagement,
provided that no claim may be made for any failure to protect information that occurs more than
two (2) years after the termination or expiration of this Agreement.
At the conclusion of the engagement, upon written request, each party shall return to the
other all materials, data and documents that have been provided to the other party, except that
Consultant may retain one (1) copy of City's materials for its archival purposes, subject to
Consultant's confidentiality obligations hereunder. City shall retain ownership of all work
product materials, including data and materials provided by it to Consultant. Original drawings
shall remain the property of Consultant.
City agrees that any and all ideas, concepts, or other intellectual property rights related in
any way to the techniques, knowledge, templates, tools, or processes of the EpicEdge services
provided under this Agreement, whether or not developed for the City, are the exclusive property
of EpicEdge. EpicEdge shall have the exclusive right, title, and ownership to such property.
1.16 LIMITATION OF LIABILITY AND WARRANTY
Should any of Consultant's services not conform to the requirements of this Agreement
and the appended Scope of Services, then and in that event City shall give written notification to
Consultant; thereafter, Consultant shall either (a) promptly re -perform such services to City's
satisfaction at no additional charge, or (b) promptly refund the portion of the fees paid with
respect to such services.
In the event that re -performance of services or refund of applicable fees would not
provide an adequate remedy to City for damages arising from the performance, nonperformance
or breach of this Agreement and the appended Scope of Services, then and in that event
Consultant's maximum total liability, including that of any employee, affiliate, agent or
contractor, relating to its services, regardless of the cause of action, shall be limited to direct
damages in an amount not to exceed the total fees payable under this Agreement.
The foregoing limitation of liability shall not apply to the extent that any liability arises
from the gross negligence or willful misconduct of Consultant, its employees, affiliates, agents or
8
contractors, or from bodily injury, death of any person, or damage to any real or tangible
personal property. Neither party shall be liable for any indirect, special or consequential
damages.
Limited Warranty. EpicEdge warrants to Client that during the term of this Agreement, the
Services will be performed in a professional and workmanlike manner in accordance with
applicable commercial standards. EPICEDGE MAKES NO OTHER WARRANTIES OR
REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE
SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -
INFRINGEMENT.
1.17 INDEMNIFICATION
Consultant agrees to hold harmless, defend, and indemnify City for and from any third
party claim or liability (including reasonable defense costs and attorneys' fees) to the extent
arising from or in connection with the negligence of Consultant or its employees or agents in the
course of performing services. The limitation of liability set forth in Section 1.16 herein applies
to Consultant's indemnity obligations pursuant to this Section 1.17, but the limitation shall not
apply to the extent that any liability arises from the gross negligence or willful misconduct of
Consultant, its employees, affiliates, agents or contractors or from bodily injury, death of any
person, of damage to any real or tangible personal property.
Except to the extent that Consultant is obligated to indemnify City, City shall indemnify
and hold Consultant, its employees, affiliates or agents harmless from any third party claim or
liability (including reasonable defense costs and attorneys' fees) to the extent arising from or in
connection with the services performed by Consultant or City's use thereof.
1.18 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term
of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
9
Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant must retain the
certificates of insurance for the duration of this Agreement, and shall have the responsibility of
enforcing these insurance requirements among its subconsultants. City shall be entitled, upon
request and without expense, to receive copies of these certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non -renewal or any material change in coverage, a notice thereof
shall be given to City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Consultant.
(3) Terms "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees and
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self -Insured Retentions of
whatever nature.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City. Such Certificates of
Insurance are evidenced as Exhibit "B" entitled "Certificates of Insurance."
1.19 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Compliance with Laws. Consultant, its consultants, agents, employees and
subcontractors shall use best efforts to comply with all applicable federal and state laws, the
Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules
and regulations promulgated by local, state and national boards, bureaus and agencies.
10
Consultant shall further obtain all permits and licenses required in the performance of the
services contracted for herein.
Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the
services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
1.20 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required for the
Proj ect.
1.21 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
1.22 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
1. Withhold FICA from Consultant's payments or make FICA payments on
Consultant's behalf; or
2. Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
3. Withhold state or federal income tax from Consultant's payments.
1.23 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
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Notice to Consultant:
Robert Cohan
5508 Highway 290 West
3rd Floor
Austin, TX 78735
Notice to City:
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.24 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if
legal action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This
Agreement shall be governed by and construed in accordance with the laws and court decisions
of the State of Texas.
1.25 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
1.26 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be sought to be resolved with the help of a mutually selected
mediator. If the parties cannot agree on a mediator, City and Consultant shall each select a
mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than
attorney fees, associated with the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
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1.27 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.28 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant understands and agrees that time is of the essence and
that any failure of Consultant to complete the services for each phase of this Agreement within
the agreed Project schedule will constitute a material breach of this Agreement. Consultant shall
be fully responsible for its delays or for failures to use best efforts in accordance with the terms
of this Agreement. Where damage is caused to City due to Consultant's failure to perform in
these circumstances, City may withhold, to the extent of such damage, Consultant's payments
hereunder without waiver of any of City's additional legal rights or remedies. City shall render
decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly
progress of Consultant's work.
Force Majeure. Neither City nor Consultant shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
13
IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TE
By:
a f el , Mayor
Date Signed: 62--/J-03
EPICEDGE
By: `'
Robert Cohan, Executive Vice President
Date Signed:
ATTACHMENTS
Exhibit "A": Scope of Services
Exhibit "B": Certificates of Insurance
14
ATTEST:
Christine R. Martinez, City Secretary
Date Signed: LO — Ja -03
EXHIBIT "A"
SCOPE OF SERVICES
15
Exhibit A — Statement of Services
Purpose
This document establishes the scope of services to be provided by EpicEdge to the City of Round
Rock, the project timeline, and the assumptions on which both are based. During the project,
EpicEdge and the City shall agree upon any changes to the project scope or the deliverables
specified in this Statement of Services. All changes will be handled through a project change
request form, which will be included as part of the delivered project documentation.
Overview of Solution
The proposed scope of the upgrade project includes:
• Project planning and management;
• Providing PeopleSoft 8.4 Security, GL, AP, PO and AM experience during the FIT/GAP
and conceptual design sessions with the City.
• Performing the upgrade utilizing both on-site consultants and Lab staff from EpicEdge;
• Incorporating any required City customizations;
• Providing Unit Testing before delivery;
• Providing knowledge transfer to the City's functional and technical Subject Matter
Experts (SMEs); and,
• Providing post -production support.
Table 1 shows the PeopleSoft modules/functionality that EpicEdge will upgrade for the City.
Table 1. Modules/Functionality to Upgrade
✓ General Ledger
✓ Asset Management
✓ PeopleSoft Tools
✓ Accounts Payables
V Purchasing
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Timeframe for Major Upgrade Project Activities
Lab Unit Testing
Docum
Integration of Customizations
ents C reated
ptation of v7.X business processes to v8.X
Testing with EpicEdge
End User Training at EpicEdge
Support o n -site
MEI
This upgrade is intended primarily as a technical upgrade. The City does not plan to implement
extensive new baseline functionality except for a new Security system based on the delivered
PeopleSoft security Roles and delivered AP/PO workflow. The exception to the "no new
functionality" rule is if a new feature in baseline release 8.4 eliminates an existing customization.
In that situation, it is most likely that the customization would be eliminated and the new feature
implemented.
The scope of work includes time for EpicEdge to analyze and present recommendations to
incorporate additional functional features for GL, AP, PO and AM during the first week and
during testing. It does not include functional hours if this review turns into a significant re-
implementation of any of the modules, security or workflow.
PHASE 1
Planning and Fit Gap Phase Activities
Project Planning and Organization
During this phase of the project, EpicEdge will work with City personnel to establish a
framework to ensure success. The following activities will be performed:
1. Complete and refine the project management materials, including the project workplan,
staffing plan, and other transition plans. Clarify basic project structure, roles and
responsibilities.
2. Conduct kickoff meeting to brief team members on their roles. To be successful, the
project requires that City SME's perform an in-depth review of new version
functionality. EpicEdge will provide the City's staff with a detailed project schedule by
the end of the second week of this Planning Phase that shows when they will be required
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to participate and at what level, so that these key resources can plan their work
accordingly.
3. Meet with the City's Steering Committee and/or other management stakeholders to brief
them on the project objectives and strategy;
4. Confirm all technical assumptions and determine the key technical architecture prior to
reviewing functional requirements.
Functional Review
A functional review also takes place during Phase 1, parallel to other activities. The functional
review begins immediately after the project workplan is in place. EpicEdge will craft a roadmap
to clearly identify functional differences between release 7.5 and release 8.4.
During the functional review, EpicEdge will lead the project team in the following activities:
1. Introduce and assess new version 8.4 features and functionality;
2. Confirm the City's custom modifications so they can be evaluated in detail against the
new functionality;
3. Determine which modifications can be eliminated while still retaining needed
functionality for the City of Round Rock;
4. Identify potential functionality gaps.
Modification Analysis
EpicEdge will lead the project team in running scenarios of business transactions on the new
system. From this activity, the team documents any new "to be" processes, and makes note of
any additional functionality gaps that emerge. The team then conducts another review of the
identified gaps, and the City of Round Rock determines whether existing customizations are still
critical to the operation of the system. Any gaps remaining after re-engineering, workarounds, or
elimination of unnecessary customized features must be addressed by system modification.
EpicEdge's functional analyst will analyze each gap and prepare a design document for the
modification in consultation with the implementation team and the technical analyst. The design
document defines the approach for changing the system to satisfy the underlying requirement,
and includes an estimate for hours required to make this modification. The City of Round Rock
will expedite the review of these designs.
Knowledge Transfer and Change Management
EpicEdge will assist the City in adapting to the cultural, procedural, and technology changes
introduced by Version 8.4 by beginning knowledge transfer from day one. The Change
Management Plan is a Phase 1 deliverable that includes the following information:
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• List of individuals affected by change (stakeholders)
• List of changes these individuals will undergo to support new processes, and any gaps
they have in undertaking the PeopleSoft transformation
• A plan to target how to fill gaps, through knowledge transfer, training,
communications, sponsorship, etc.
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PHASE 2
In our Lab
Upgrade/Development Phase Activities
During this phase, several activities are happening concurrently. In our lab in Austin, the
technical staff begins designing, programming and unit testing all of the approved modifications
after transmition of the client database. All compare reports between the existing database and
the upgraded database are being reviewed for any differences and any modifications are being
upgraded and incorporated. Lastly the required patches and fixes are being applied and the
system is being Unit Tested. Delta Training for users is being developed and any new business
processes from the functional review are being documented. Users are being prepared for the
changes between the old and new releases.
On -Site
After the conclusion of the upgrade in our lab, EpicEdge resources will install the
application and the upgraded database at the City of Round Rock. The functional
consultants will present the new configuration and training documents for review by the
City. The onsite -consultants will unit testing the application for final handoff for user
acceptance testing. This step verifies the installed environments and any required
customizations. EpicEdge will unit test the converted data in the release 8.4 database by running
a number of key processes to confirm counts and integrity. The upgrade database is first run of
data conversion routines that gives the functional team an initial set of data for prototyping and
testing. The "vanilla" installation steps are documented in detail by PeopleSoft, and the
installation follows an orderly sequential process through each step. EpicEdge will use a
combination of PeopleSoft upgrade scripts, data management utilities, and EpicEdge-developed
SQL routines (as needed) to facilitate upgrading the City environment from the release 7.52 to
release 8.4
PHASE 3
Testing Phase
During this phase, the business process scenarios developed in the functional review are used
again for comprehensive system testing. The EpicEdge functional analyst will coordinate the
testing process with the City, but the entire project team will be involved in this activity.
When system testing is complete and the results verified, EpicEdge will initiate the final round of
acceptance testing prior to moving over to production. The endpoint of this final round of testing
is acceptance of the system by the City of Round Rock. When this has been accomplished,
EpicEdge will begin the final upgrade to the Production Environment. This move is conducted in
conjunction with the City of Round Rock user activities to minimize disruption.
Use or disclosure of data contained on this sheet is
subject to the restriction on the title page of this proposal.
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Unit Testing
Lead role
N/A
Integration Testing
Support (if needed)
Lead role
System Testing
Support (if needed)
Lead role
User Acceptance Test
Support (if needed)
Lead role
Performance Tuning
Lead role
Support
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PHASE 4
Transition/Deployment Phase Activities
During this period, prior to deployment, EpicEdge trainers will hold sessions with the City of
Round Rock end users to acquaint them with the differences in release 8.4. All initial end user
training will be complete before the system is moved to production.
Training Development. While the technical team is completing the upgrade, EpicEdge will
outline the release 8.4 differences and customize associated training material templates.
Post -Production Activities
To assist the City in any issues that may arise after the cutover to the new system, EpicEdge has
proposed on-site support as needed from the same consultants who worked on the
implementation. This staff will be directed and managed by the City of Round Rock, and can be
used for help desk support, issue investigation and resolution, and planning for additional system
functionality or features.
Planning/
Fit/Gap
Phase
6/12/03
City of Round Rock Timeline for
PeopleSoft 8.4 Upgrade
Upgrade/Development
Phase
6/30/03
Installation/Integration
of Customizations
7/28/03
Testing Phase
8/4/03
Transition/
Deployment
Phase
8/25/03
Go -Live
9/1/03
Planning Phase
1 -Project Kickoff/planning
2 -Equipment Assessment and
Purchase
3 -Customization Assessment
4 -Copy of PROD Sent to LAB
5 -Functional GAP Assessment
6 -Deliverable documents provided
and modified (Training,
Configuration etc.)
7 -Conversion Planning
8 -Compare Reports Run and
evaluated
Upgrade
1 -Creation of New Environment
2 -Apply needed Patches & Fixes
3 -Apply customizations
4 -Lab Unit Testing
5 -Conversion of Sample Data
6 -New equipment arrives and
installation of PS 8.x at client
7 -Modify SQR's and Crystals
Installation
1 -Install Hardware and Software
2 -Install New Development and
Convert
3 -Test Performance
4 -Integration of Customizations
5 -Business Process Adaptation
6 -Migration of Reporting Library &
SQR's
Transition Phase
1 -End User Training
2 -Prepare for Production Support
3 -Go -live Conversion of Data
4 -Plan Post Upgrade Enhancements
Testing Phase
1- Conversion of historical data
2- Unit Testing
3- Integration Testing
4- System Testing
5. - UAT
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Jami Malone i
GL/AM Functional
Lead
I Linda Brown
AP/PO Functional;
Specialist
Mark Ferguson
i Technical Lead
Upgrade/DBA
TBD_
Technical Analyst;
; Customizations '•
City of Round Rock
PeopleSoft Financials Upgrade
Proposed Project Team
Steering Comittee
City of Round Rock
Keith Velasquez
EE Project/LAB
Manager
City of Round
Rock Project
Manager
TBD
GUAM Functional
Lead
i TBD
AJPO Functional
Specialist
TBD
i Technical Lead
Upgrade/DBMS
TBD
Technical Analyst
Customizations
TBD
Security
Administrator
TBD
DBA
TBD
Network
Administrator
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Key Personnel
Engagement Manager: Mr. Rafi Aghababian — Rafi is a senior Engagement Manager with
extensive experience in clients of all sizes, including retail, manufacturing, energy, products,
financial and high-tech companies. Prior to his Big -Five consulting career, Rafi was an
independent management consultant at Transamerica Occidental Life, Controller Division, and a
CFO of a $2.5 million food company. Rafi received his M.B.A. in Finance at Rutgers Graduate
School of Management in December 1991 and my B.S. in Economics from Manhattan College in
June 1989. His experience covers such areas as packaged financial software implementations,
assessment and implementation of new technologies, ASP hosting solutions and process
improvements for both IT and Financial Departments, reengineering of accounting procedures,
strategic business planning, financial reporting, and cost accounting.
Project Manager/Lab Manager: Mr. Keith Velasquez — Keith is a highly skilled PeopleSoft
technical professional with seven years experience in analysis, development and support of State
of Texas financials systems. Performed a full range of technical responsibilities for the ISAS
statewide team at the Texas Comptroller of Public Accounts, including support of the statewide
ISAS interfaces. Effective liaison between functional and technical staff, translating end user
requests into new programs and reports. Significant experience in all PeopleSoft reporting tools,
including Query, SQR, Crystal and nVision. Supported, developed, and participated in
PeopleTools and PeopleSoft application upgrades. He is well versed at applying patches and
fixes to all version of PeopleSoft. A dedicated and self -motivated team player with exceptional
verbal and written communication skills.
GL/AM Functional Lead: Ms. Jami Malone — Jami is an experienced PeopleSoft Public Sector
and ISAS professional. Jami performed a full range of Functional and Training responsibilities
for the ISAS statewide team at the Texas Comptroller of Public Accounts, including support of
the statewide ISAS interfaces. Jami is a specialist in the PeopleSoft General Ledger and Asset
Management modules, with experience in Purchasing and Accounts Payable. Jami also gained
significant ISAS experience as a budget analyst with the Texas Workforce Commission (TWC)
where she managed the budgeting of payments and purchase requests. She also participated in
the development and testing of TWC's workflow deployment. In addition, she gained significant
Texas government experience as a Chief Accountant at MHMR. She is a Certified PeopleSoft
Financials Consultant.
AP/PO Functional Lead: Linda Brown — Linda is an experienced Functional Business Analyst
for PeopleSoft Financials Releases 7.0, 7.5, 8.0 and 8.4, with a specialty in the Education &
Government version. Her focus has been in the PeopleSoft accounts payables, purchasing,
procurement, and asset management modules. Linda has over two years of PeopleSoft
implementation and upgrade experience as well as more than eight years of public sector
accounting background. She has served as a team member for requirements definition, fit/gap
analysis, system design and specifications, implementation, workflow analysis, user training, and
production support. She combines excellent communication and leadership skills with strong
analytical and process design abilities and continues to sharpen her PeopleSoft skills by engaging
in classes on a continuing basis. Linda is also a PeopleSoft 8 Certified Financials Consultant.
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Technical Lead: Mark Ferguson — Mark is a nine-year veteran PeopleSoft HRMS and
Financials technical consultant. Mark has participated in eight PeopleSoft implementations
dating back to some of the initial PeopleSoft projects. He has over sixteen years of experience
working with information systems, database products and human resource software. Mark most
recently has been a lead technical PeopleSoft resource for the Texas Comptroller of Public
Accounts, where he supported the statewide Financials application, AP, PO, GL, AM modules.
Previously, Mark solved some of the most complex reporting, customization and interface issues
facing the Texas Department of Mental Health and Mental Retardation's PeopleSoft Training
implementation. Mark holds a Bachelors and Masters in computer science and has worked on
PeopleSoft HRMS since version 2.
Staff Roles and Responsibilities
A Roles and Responsibilities matrix is provided below for planning purposes. An updated
resource schedule and resource leveling will be confirmed during the Project Planning phase.
Role
Resource
Responsibilities
Steering /
Management
Committee
City Management
EpicEdge
Engagement
Manager
• Set strategic project direction and govern project
• Address schedule and budget changes, both current and forecast
• Create conditions that enable the project organization to f unction in the most
efficient manner
• Make decisions regarding the issues presented to it by the client Project
Manager and the EpicEdge Project Manager
• Review the high-level results of quality assurance reviews
• Set high level project strategy
Engagement
Manager
EpicEdge resource
• Updates Project Scope, Contract Terms, Staffing Schedules, Quality Plans, and
other project related materials
• Create and update project cost and timeline estimates
• Measure project performance
• Implement project Quality Review and standard processes
• Participate in post upgrade project audit tasks
Project Managers
City resource
EpicEdge
Resource
• Manages and oversees Project Upgrade Plan and Budget
• Manages updates to Project Scope, Terms of Reference, Staffing Schedules,
Quality Plans, and other project related materials
• Manages and oversees the upgrade contract
• Lead the project and coordinate resources for project
• Approves project perforniance
• Oversees tracking and resolution of project issues
• Conduct project status meetings
• Signs off on project deliverables
• Participate in post upgrade project audit tasks
• Escalate issues to Executive Steering Committee
Technical Lead
EpicEdge Resource
• Designs the new programs and interfaces (if applicable)
• Unit and integration testing of modifications and correct problems
• Install and configuration of software
• Assist in support of PeopleSoft technical environment
• Coordinate with Lab resources and Functional team members
• Resolve technical issues
Use or disclosure of data contained on this sheet is
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Role
Resource
Responsibilities
Functional Leads
EpicEdge Resources
• Providing senior "hands-on" " leadership for the upgrade with independent
accountability to the Project Management
• Drive business process analysis and reengineering, design, configuration,
construction, testing, upgrade, post upgrade and training tasks
• Developing, maintaining and monitoring the project Workplan for
specified functional areas
• Define and coordinate roles and responsibilities of team members
• Report project progress to Project Manager
• Drive prototyping Fit analysis
• Facilitate module team meetings
• Assist with Design offornis and manuals
• Facilitate the transfer of knowledge to client staff
• Support users during Post Production
• Partake in post upgrade project audit tasks
• Prepare end user training materials
• Conduct end user training
Functional Leads
EpicEdge and City
Resources
• Facilitating issues and problems resolution for specified functional areas and
escalating issues and problems that "cross the enterprise"— integration issues.
• Participate in creating project Standards and Procedures, Testing Plans and
other project related materials
• Work with conversion analyst 10 ensure data validity
• Work with SMEs to determine and document required reference and prompt
table values
• Define application security
• Develop functional procedures and documentation
• Participate in integration, acceptance, and parallel test plans, participate in
testing, and resolve test results
Subject Matter
Experts
I
City Resources
• Client business process and business rule experts
• Define existing business rules and processes
• Participate in 'To Be' processes and rules
• Perform Fit analysis and prototyping
• Deliverables/Milestones/Sign-Offs
• Define Forms & Labels and procedures manual
• Provide legacy system information
• Perform functional configuration activities specific to client requirements
• Prototype transactions
• Perform acceptance and integration testing
• Test converted data
• Assist project team in business analysis, design, construction, data conversion,
interface design and construction, testing, upgrade, and post upgrade activities
Technical Lead
City Resource
• Construction of modifications (where applicable)
• Develops new programs and interfaces (where applicable)
• Unit and integration testing of modifications and correct problems
• Assist in conversion activities
• Assist in support of PeopleSoft technical environment
• Coordinate with other technical and functional team members
• Resolve technical issues Track and resolve project issues
• Participate in project status meetings
• Secures deliverable sign -off
• Participate in post upgrade project audit tasks
Technical and
Functional
Testers
EpicEdge and City
resources
• Develops new programs and interfaces (if applicable)
• Unit and integration testing of modifications and correct problems
• Assist in conversion activities
• Assist in support of PeopleSoft technical environment
• Coordinate with otter technical and functional team members
• Resolve technical issues
Use or disclosure of data contained on this sheet is
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Role
Resource
Responsibilities
Trainer
EpicEdge and City
Resources
• Define end user training objective and strategies
• Create and manage training plans
• Gain an understanding of business processes
• Translate business processes into training exercises
• Design and develop training manuals and materials
• Coordinate with upgrade team
• Assist with population of training database
• Conduct training classes
PeopleSoft
System
Administrator
City Resource
• Apply PeopleSoft Updates and FLves
• Monitor PeopleSoft environments
• Provide ongoing PeopleSoft support
• Migrate new objects and changes
• Test fixes and updates and resolve problems
• Support the application during upgrade and post upgrade
• Tunes the application
Network /Server
Administrator
City Resource
• Performs network activities and remote access setups
• Carry out performance evaluation and improvement steps
• Institute network security
• Develop operation, security and support procedures
• Develop server backup/recovery processes
• Create disaster recovery routines
• Test disaster recovery plans
PeopleSoft
Database
Administrator
City Resource
• Administers the PeopleSoft databases
• Define operating procedures
• Define and manage PeopleSoft DBMS environments
• Install PeopleSoft database instances
• Perform database administrative work
• Develop backup and recovery procedures
• Perform version control
• Test disaster recovery plans
• Monitor operations
• Tune DBMS environment
Security
Administrator
City Resource
• Maps security requirements to PeopleSoft
• Configure network, server, database, and application object and operator
security.
• Define security procedures, police and objectives
• Prototype and test security
• Set up user security
Project Assumptions
The following assumptions apply to the scope, execution, and deliverables for this project:
1. Project management. The City of Round Rock will share project management
responsibilities with EpicEdge and jointly manage the tasks according to the detailed
project workplans. The City of Round Rock will assign one full time employee to function
as overall project manager. EpicEdge and the City of Round Rock will work together to
achieve the objectives of this project.
The City of Round Rock project manager will take responsibility to:
• Mobilize the support of the entire organization;
• Take ownership for the initiative;
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• Make key decisions regarding the overall direction of the project, including but not
limited to decisions concerning system design; controls and system procedures to be
implemented; project scope and timetable;
• Provide guidance and ongoing support to the team;
• Participate in regular project leadership and team meetings;
• Assess and manage project risk;
• Resolve escalated issues;
• Assess the impact of proposed changes in scope and make final decision on change
requests; and
• Facilitate availability of proper resources to achieve implementation capabilities.
2. The City of Round Rock team members. City of Round Rock staff members will
support the creation of Fit Gap documents and new system design, contributing
approximately 50% of the total project time helping with the requirements review and
system design activities. This "best estimate" of hours is based on using PeopleSoft's
delivered functionality, and eliminating or reducing existing customizations where feasible.
The City of Round Rock team members will work with EpicEdge to complete the
following:
• Participate in interviews and workshops;
• Participate in all regularly scheduled status meetings;
• Provide business and organizational knowledge to assist in the definition of business
requirements, design of processes, and creation of system configuration;
• Fulfill data requests and answer requirements gathering questions in a timely manner,
in most cases no more than three working days, so as not to cause project delays
• Review and validate design specifications;
• Validate business process scripts;
• Configuring the systems for any needed system changes;
• Assist in refining testing materials provided by EpicEdge.
• Execute testing;
• Create and test samples of business transactions and steps to prepare realistic "day in
the life" test scripts.
• Test and validate data conversion, interfaces, custom reports, external documents;
• Cleanse and reconcile transactional data from the source systems, including journal
entries, and invoices;
• Provide required database copy;
• Verify the integrity of all data prior to it being loaded into production;
• Report open issues to project management;
• Develop data integration, data conversion and technical environment strategies;
• Execute technical development tasks;
• Manage change migration standards and tools;
• Resolve technical issues and provide status to project management;
• Acquire and Assist Design, build, test, deploy and maintain server, LAN/WAN
connectivity of all internal and remote locations, backup, recovery, change migration,
and other technical infrastructure capabilities.
3. Completion of tasks. The City of Round Rock will work with EpicEdge to complete all
project tasks and activities. the City of Round Rock resources assigned to the project will
complete project tasks within the time allocated by the detailed project schedule.
Use or disclosure of data contained on this sheet is Page 13
subject to the restriction on the title page of this proposal.
4. Management involvement. Managers for the departments affected by this project will be
actively involved in this project. They will be expected to participate in all significant
decisions affecting their respective area, and, where appropriate, provide resources to
complete specific tasks that have been assigned to their department.
5. Resource commitment. The City of Round Rock will have fulltime and part-time
resources (the City of Round Rock team leads, super users, network administrators, and
business users) available as required, potentially up to 30-40 hours per week throughout the
project.
6. Hardware/software installation. EpicEdge with assistance from the City of Round Rock
will be responsible for software installation and configuration. The City of Round Rock
will be responsible for detailed hardware tasks and determining technical and hardware
direction and requirements related to PeopleSoft. This includes set-up of any new
hardware, connectivity to the user desktops, cabling and configuration of user workstations.
7. Help Desk. The City of Round Rock will provide a central point -of -contact responsible for
all Help Desk issues during the testing and post go -live support phase of the project in
order to centrally control issues. EpicEdge will utilize the City of Round Rock 's internal
Help Desk.
8. Work environment. The City of Round Rock will provide a suitable work environment
for the project team.
9. Data protection. Client acknowledges that Client and/or its affiliates (i) are the
controller(s) of any Client, affiliate, or third party data or databases accessed and/or
processed by EpicEdge in the course of performing the Services, including, but not limited
to, data relating to individuals (the "Data"), and (ii) will be solely responsible to third
parties for such Data, including, but not limited to, the individuals to whom the Data relate
and Client and affiliate personnel. Client represents and warrants to EpicEdge that all Data
processing and transfers between Client, its affiliates and EpicEdge will be conducted in
full compliance with any laws or regulations applicable to the protection of data. Client
further acknowledges that Client and its affiliates are solely responsible for providing
EpicEdge with directions and instructions relating to any laws or regulations applicable to
the protection of data, upon which directions and instructions EpicEdge will rely
exclusively when accessing and processing Data in performing the Services. In addition,
Client shall be solely responsible for determining the existence of, and complying with, any
laws or regulations applicable to the protection of data as they may apply to EpicEdge's
deliverables.
10. Process redesign. The project utilizes PeopleSoft's best practices for process redesign. In
essence, much of what is currently PeopleSoft's best practices will become the base
specification for the new financial systems. It is assumed that any major redesign of
finance operations will occur in potential future projects.
11. Issue resolution. Timely resolution of project issues will be a critical success factor given
the project timeframe. EpicEdge and the City of Round Rock will work together to
identify, document and drive to resolution any potential functional, technical or other
project related issues. The City of Round Rock will make final decisions regarding
outstanding project issues in no more than five business days.
12. Material business changes. No City of Round Rock acquisitions, mergers or
reorganizations will occur during the project other than what is discussed with the project
planning team The City of Round Rock does not foresee changes in their core business,
Use or disclosure of data contained on this sheet is Page 14
subject to the restriction on the title page of this proposal.
significant deviation from current markets serviced, production or distribution patterns that
may impact the validity or appropriateness of the project estimates.
13. Access to management and staff. The project team will have timely access to all
appropriate City of Round Rock management and staff personnel (both functional and
technical) on an as -needed basis.
14. Suitability and usability of system. The City of Round Rock has sufficiently evaluated
the functionality of PeopleSoft and is satisfied that it meets the City of Round Rock 's key
business requirements.
15. The City of Round Rock team leads/super users. Team leads/super users are experienced
City of Round Rock resources that will drive this implementation process and guide the
efforts of subordinate team members. In order to support the new systems after
implementation, the City of Round Rock will allocate team leads/super users that will
participate throughout the initiative. Team leads/super users will understand how the new
systems have been designed and how the systems operate. Team leads/super users must be
able to provide sufficient knowledge of business policies, processes, and practices to enable
the project team to design the system rapidly and without significant interruption. This is
particularly critical given the timeframe of this project. Refer to the City of Round Rock
Staffing Matrix for a description of the level commit required from the City of Round Rock
team leads/super users.
16. Software training requirements. The City of Round Rock project resources, including
team leads and core team members, should receive adequate software training prior to June
13, 2003 for Financials. Lack of training may result in project delays. PeopleSoft will
train the City of Round Rock project personnel.
17. Software training. The software vendor will deliver all PeopleSoft application training for
The City of Round Rock personnel. Further, the City of Round Rock will provide baseline
computer training (e.g., Windows, Excel, etc.) prior to the rollout of PeopleSoft to all
employees who will utilize the system and who lack proficiency in these areas. EpicEdge
is not responsible for delivery of such training.
18. Training documentation. Training documents and internal classes will be designed based
primarily on standard software functionality.
19. Vendor support. EpicEdge will follow The City of Round Rock procedures for dealing
with vendor related issues. EpicEdge will require access to vendor support (e.g., GCS
support) in order to follow-up and manage vendor software issues.
20. Custom enhancements. Our estimate assumes no modifications to baseline PeopleSoft
(i.e., page modifications or PeopleCode changes) other than the Crystal Reports and SQRs
referenced in your RFO/e-mail, along with "minor" panel changes that will be reviewed
during functional analysis. EpicEdge will work with The City of Round Rock to better
align your business processes with the software applications before we will consider
upgrading any additional customizations.
21. Software Warranty. EpicEdge does not warranty software products or their functionality.
Software selection was based on The City of Round Rock 's independent evaluation of the
software's ability to meet the City of Round Rock 's business requirements. EpicEdge
anticipates some technical difficulties during this project, and has budgeted some technical
resource time to assist The City of Round Rock with related issues. Due to the criticality of
this project, EpicEdge will monitor this area closely.
Use or disclosure of data contained on this sheet is Page 15
subject to the restriction on the title page of this proposal.
22. Hardware acquisition and installation. There will be no delays in the availability of
hardware and software necessary to perform installation and upgrade.
23. Access to facilities. EpicEdge project personnel will have reasonable access to The City of
Round Rock 's facilities during both normal business hours and outside normal business
hours, as the project requires.
24. EpicEdge security/access requirements. EpicEdge project personnel will require system
access as indicated below. Access requirements will be re-evaluated during the first phase
of the project.
• Development - full developer access
• Test - full developer access, not including security
• No access to production
25. Change request process. Any scope changes will need to be documented through a
change order process and signed by both EpicEdge and The City of Round Rock.
Additional work will not be performed in advance without authorization from The City of
Round Rock.
26. PeopleSoft reports and reporting library. The City of Round Rock will update and
modify all reports with assistance and training from EpicEdge.
27. Service Packs, Bundles and Patches. The upgrade includes the installation of all required
and needed service packs, bundles and patches to meet both the business needs and
PeopleSoft support for The City of Round Rock.
28. Production Support. EpicEdge will provide up to 40 hours of production support
following the Go -live period over a two-week period. The City of Round Rock will install
Gotomypc software in the beginning of the project, which will allow EpicEdge to manage
the equipment remotely. The support is not designed for extensive end user training
although some questions are anticipated in the support. Should The City of Round Rock
require additional support, EpicEdge can and will provide additional services at the bill rate
specified for Supplemental Resources below. The support will be by telephone or onsite as
needed, and can be used for the following issues:
a. Technical Errors
b. Questions regarding the tools set for building the interfaces and
customizations
c. Hardware and Performance Issues
d. Connectivity
e. Patches and fixes
29. Project Timeline. EpicEdge will complete all contract deliverables by September 1,
2003, assuming a start date no later than June 13, 2003, and no new customizations.
30. Supplemental Resources. In the event that additional EpicEdge resources are necessary
due to scope changes, project constraints or other factors, the City of Round Rock would
be billed as shown below:
EpicEdge Resource
Hourly Rate
Project Manager/Lab Manager
$125
Technical Lead
$110
Functional Lead
$110
Use or disclosure of data contained on this sheet is
subject to the restriction on the title page of this proposal.
Page 16
Schedule of Deliverables and Payments
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EXHIBIT "B"
CERTIFICATES OF INSURANCE
16
-• .
MARSH _+ ��l,w���y/��'�ma7��
PRODUCER
Marsh USA, Inc.
1221 South Mopac Expressway, Suite 350
Austin78746
Attn: Lisa Lattuca 512-306-5440
CERTIFICATE NUMBER
>a7 HOU-000494118-01
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES DESCRIBED HEREIN.
COMPANIES AFFORDING COVERAGE
COMPANY
A ST. PAUL FIRE & MARINE INS CO
INSURED
EpicEdge, Inc.
5508 Hwy. 290, Ste. 300
Austin, TX 78735
COMPANY
B HARTFORD FIRE INSURANCE CO
COMPANY
C
COMPANY
D
COVERAGES
COTYPE
LTR
THIS
NOTWITHSTANDING
PERTAIN,
LIMITS
This certificate super odes and replaces ally previously issued, certificate for the policy period noted below. ,
IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I5 SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE
SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MM/DD/YY)
POLICY EXPIRATION
DATE (MM/DD/YY)
LIMITS
A
GENERAL
X
LIABILITY
COMMERCIAL GENERAL LIABILITY
ICLAIMSMADE IX IOCCUR
TE09102591
03/01/03
03/01/04
GENERAL AGGREGATE I
$ 2,000,000
PRODUCTS - COMP/OP AGG
$ 2,000,000
I
PERSONAL & ADV INJURY
$ 1,000,000
H
OWNER'S & CONTRACTOR'S PROT
EACH OCCURRENCE
$ 1 ,000,000
FIRE DAMAGE (Any one fire)
$ 1,000,000
MED EXP (Any one person)
$ 10,000
A
AUTOMOBILE
X
X
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
TE09102591-1
03/01/03
03/01/04
COMBINED SINGLE LIMIT
$ 1,000,000
BODILY INJURY
(Per person)
$
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
$
GARAGE LIABILITY
HANYAUTO
AUTO ONLY - EA ACCIDENT
OTHER THAN AUTO ONLY.,
EACH ACCIDENT
$
1
AGGREGATE
$
EXCESS
LIABILITY
UMBRELLA FORM
OTHER THAN UMBRELLA FORM
EACH OCCURRENCE
$
AGGREGATE
$
$
A
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
THE PROPRIETOR/ INCL
PARTNERS/EXECUTIVE
OFFICERS ARE. EXCL
WVA9108220
03/01/03
03/01/04
X 1 ORS L MITS I OTH-
ER
EL EACH ACCIDENT
$ 500,000
EL DISEASE -POLICY LIMIT
$ 500,000
EL DISEASE -EACH EMPLOYEE
$ 500,000
g
OTHER
Professional Liability/E&O
0OTE0217050
03/01/03
03/01/04
1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Certificate holder is included as additional insured as respects General Liability and as required by written contract.
ERTIF.ICATE'HOLDER � xR�la
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
f0�
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL __311 DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER NAMED HEREIN. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE
ISSUER OF THIS CERTIFICATE.
MARSH USA INC.
BY: Richard D. Jeter
VALID AS OF 06/05/03