HomeMy WebLinkAboutStaff Report 386-07City of Palo Alto
City Manager’s Report
TO:
FROM:
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT:
9
ADMINISTRATIVE
SERVICES
DATE:OCTOBER 29, 2007 CMR: 386:07
SUBJECT:APPROVAL OF A SOFTWARE SYSTEM INTEGRATION SERVICES
CONTRACT WITH AXON SOLUTIONS, INC. IN THE AMOUNT OF
$6,292,073 FOR THE SAP SOFTWARE UPGRADE AND
IMPLEMENTATION OF SAP INDUSTRY-SPECIFIC SOLUTION FOR
UTILITIES AND ADOPTION OF A BUDGET AMENDMENT
ORDINANCE IN THE AMOUNT OF $4,000,000 TO INCREASE
APPROPRIATION TO CAPITAL IMPROVEMENT PROJECT TE-07006,
SAP CONTINUOUS IMPROVEMENT PROJECT
RECOMMENDATION
Staff recommends that the Counci!:
Approve and authorize the City Manager to execute the attached professional services
agreement (Attachment A) with Axon for a total of $6,292,073.
o Approve and authorize the City Manager or his designee to negotiate and execute one or
more change orders to the contract with Axon for related, additional but unforeseen work
which may develop during the project, the total value of which shall not exceed
$629,2O7.
°Adopt the attached Budget Amendment Ordinance (BAO) in the amount of $4,000,000
that amends the 2007-08 budget to increase Capital Improvement Program TE-07006
SAP Continuous Improvement Project.
BACKGROUND
On July 23, 2007 (See attached CMR 313:07), the Council approved contract changes with SAP
for items which included licensing, maintenance, and training. These items were approved in
preparation for the upgrade to SAP and implementation of SAP’s industry-specific solution for
utilities (IS-U). This system will replace the existing Utilities Department’s Customer
Information System (CIS) which is used to generate revenue through billing, as well as collect
customer data on commodity consumption, and to develop rates for the following utilities in the
City: electric, gas, water, waste water, refuse, storm drain, and fiber. This data is also used
extensively in mandated reporting to various official agencies. Approximately 360,000 utility
CMR:386:07 Page 1 of 5
bills are generated armually and invoicing an estimated $198,500,000. Therefore, this system is
an integral part of the operations of the City.
The CIS climate is such that the current version is no longer supported by the software vendor.
Being on an unsupported version has increased normal maintenance costs and caused a drastic
increase in processing and turnaround times for vendor service requests. Turnaround times for
common services request such as defect corrections or basic enhancements have more than
doubled from thirty days to sixty - ninety days. The increased turnaround time creates a
challenge for staff by preventing the ability to quickly and effectively respond to business needs.
Similarly, end-user database queries and nightly batch processes (i.e. bill printing) run time have
more than doubled since go-live. For example, for staff to query a typical residential account
requires fifteen seconds and fifteen to forty five seconds for a typical commercial account. To
improve response time, the CIS requires an archive purge solution to properly remove historic
information from the database and to securely place the information in an easily accessible
environment. With the objective to remain efficient yet effective in a growing customer-centric
environment, the CIS business requirements have increased, requiring a move to the next
generation of CIS.
DISCUSSION
Project Description
This project will include the upgrade of the existing SAP software system that was installed five
years ago. The current version of the SAP system is not on the regular support plan as a result of
newer versions being made available. The maintenance costs will increase as a result of
receiving non-compliant maintenance support, a typical process in the software industry. In
addition, the upgrade will offer the ability to implement enhancements and efficiencies to the
system such as improving budgeting; reducing duplicate entry through modules such as
Employee Self Service (ESS); automating personnel action forms; enhancing workflows for
approval processes such as timecards; and eliminating highly used paper forms with the
implementation of Adobe Interactive Online Forms. In addition, the implementation of ESS will
fulfill the City Auditor’s recommendation to implement a self-service software tool. The
upgrade also lays the foundation for future portal development and constituent outreach,
providing community members an ability to submit on-line work orders for items such as tree
trimming, pot holes, etc. This upgrade is also essential in order to implement the new Utilities
Module in SAP.
The implementation of the SAP Utilities Module represents over 70% of the cost of this project.
The existing Utilities CIS system is a complex and rapidly deteriorating system that was last
updated seven years ago for approximately $557,620 (CMR 316:01). In addition, the annual
maintenance for the legacy CIS system is $160,000. The new Utilities Module will be fully
integrated with the SAP system with a single database platform and tools. It is a billing system
that maintains and tracks meters inventories, initiates and processes customer service requests,
automatically generates customer correspondence (reminder notices), tracks and records all
financial related charge, adjustment, and payments passes, as well as, stores customer account
specific information required to run the Utilities business. While a major part of this system is
used for billing, it will consolidate data currently stored in multiple systems into one system and
CMR:386:07 Page 2 of 5
convert this data to useful information that will benefit the City while improving service to
residents and businesses of Palo Alto. This improved service will be achieved with functionality
such as enabling customers to access their utilities account through secured, on-line access with
functions such as on-line bill payments and usage history. The addition of the Utilities Module
represents the first major improvement in Utilities CIS in seven years, during which time
significant changes in technology and reporting requirements have occurred. Given the
complexity of a multi-utility billing system, staff is also requesting an additional $629,207 to
address potential core project scope adjustments.
Selection Process:
Proposal Description/Number
Proposed Length of Project
Number of Proposals Mailed
Total Days to Respond to Proposal
Pre-proposal Meeting Date
Number of Company Attendees
proposal Meeting
Number of Proposals Received:
Company Name
SAP Upgrade Services/121737
16 Months
35
37
May 10, 2007
8at Pre-
3
Location (City, State) Selected for
oral inte~iew?
Ariston Consulting & Technologies, Inc.San Diego, CA Yes
Axon Solutions, Inc Jersey City, NJ Yes
ea Consulting, Inc Folsom, CA No
Range of Proposal Amounts Submitted 4,000,000 - 6,500,000
An evaluation committee consisting of ten staff from Administrative Services, Utilities, and
Public Works departments reviewed the proposals. Three vendors responded to the RFP. The
committee carefully rated and ranked each firm’s submittal in response to the RFP relative to the
following criteria:
Vendor Experience
¯Experience upgrading to ERP 2005
¯Experience Implementing IS-U Software
¯Experience Implementing in Public Sector
¯Live Public Sector Sites: References
FUNCTIONAL REQUIREMENTS
¯Understanding of Scope
¯Understanding of Requirements
¯Comprehensive Methodology/Roll-Out Strategy Presented
CMR:~86.07 Page 3 of 5
Non-Core Solutions
¯Non-Core Solutions such as Constituent Relationship Management,
Management, Archiving, etc.
Completeness and Quality of Proposal
¯Conformance to Contract Requirements/Business Terms in RFP
Document
Cost Proposal
Based on staff’s prior experience, a heavy emphasis was placed on vendor experience with
public sector implementations, upgrading to ERP 2005, and especially implementing IS-U.
Two firms were invited to participate in oral interviews June 25, 2007 through June 28, 2007,
thus providing further valuable information toward the decision-making process.
Axon Solutions, Inc. has been selected as the vendor whom staff recommends be awarded a
contract with the City. Axon is an international company with subsidiaries in the United States.
Axon has over 1,500 consultants that are certified in the SAP implementation methodology and
are trained to understand the intricacies of the software. Due to Axon’s depth in consultants,
there is no need for subcontracting, therefore eliminating staffing challenges. In addition, of the
firms bidding, Axon has the most experience in public sector IS-U implementations and is the
only firm to have successfully performed similar scope of services for other municipalities.
Axon will perform the upgrade and IS-U implementation within 16 months for a total cost of
$6,292,073 as described in Attachment A.
TIMELINE
Phase 1 of the project will include the technical upgrade and modules such as ESS and MSS.
Phase 1 is expected to commence in November with a target go-live of May 2008. Phase 2 is
expected to commence April 2008 with a target go-live of February 2009.
RESOURCE IMPACT
The attached BAO requests an additional appropriation in the amount of $1,250,000 and that
$2,750,000 budgeted in out years be brought forward to the current fiscal year totaling
$4,000,000 for CIP TE-07006, SAP Continuous Improvement Project. The additional
appropriation will be funded by a transfer of budget from CIP TE-02014 of $788,960 and TE-
05001 of $149,127; the remaining balance of $3,061,913 to be provided by the Technology Fund
reserve. The Technology Fund reserve will be reimbursed by the Enterprise Funds in fiscal years
2008-09 through 2009-10.
The 2007-12 CIP Plan has a total estimated cost of the project at $5,750,000. It had been five
years since staff last issued an RFP for implementation services and the estimates made during
the 2007-09 budget process were not in line with the current market rates submitted by
proposers. To perform all the tasks required for the Utilities Module, an additional $1,250,000
will be needed for capital project (CIP TE-07006) to bring the total current estimated cost to
$7,000,000. There are sufficient funds in the Technology Fund to provide for the additional cost.
CMR:386:07 Page 4 of 5
The fiscal year 2007-08 budget is amended to bring all project costs to this fiscal year in line
with the award of the consultant contract, including change order contingencies.
POLICY IMPLICATIONS
Approval of this contract is consistent with existing City policies.
ENVIRONMENTAL REVIEW
This is not a project under CEQA.
PREPARED BY:
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
LALO PEREZ
Assistant Director,~_dministrative Services
CARL YEATS
Servic(
~Y HARRISON
Assistant City Manager
ATTACHMENTS
Attachment A: Contract with Axon
Attachment B: CMR 313:07
Attachment C: Budget Amendment Ordinance
Attachrnent D: CIP Page
CMR:386:07 Page 5 of 5
ATTACHMENT A
Contract No.
AGREEMENT BETWEEN THE CITY OF PALO ALTO
AND AXON SOLUTIONS, INC.
FOR SOFTWARE SYSTEM INTEGRATION SERVICES
[SAP SOFTWARE SYSTEM UPGRADE]
Dated as of October 29, 2007
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Section Description
TABLE OF CONTENTS
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20
Tel-ill
Statements of Work
Pricing Summary and Payment Schedules
SAP Software Improvements Installation, Testing and
Acceptance
SAP Software System Warranty
Indemnity
Insurance
Assignment
Waiver
Conflict of Interest
Event of Default; Remedies for Default
Nondiscrimination
Force Maj eure
Confidentiality
Notices
Audits, Inspection of Records
Independent Contractor
Covenants Not to Hire
Dispute Resolution
Miscellaneous
Page
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3
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Exhibit "A" SAP Upgrade & Implementation: Statement of Work
Exhibit "A-1" Final System Acceptance Criteria - Up~ade
Exhibit "A-2" Interfaces
Exhibit "B" SAP IS-U/CCS Implementation: Statement of Work
Exhibit "B-I" Final System Acceptance Criteria- CCS
Exhibit "B-2" Interfaces
Exhibit "B-3" Enhancements
Exhibit "C" Pricing Summary
Exhibit "C-l" Upgrade Payment Schedule
Exhibit "C-2" ESS/MSS Payment Schedule
Exhibit "C-3" CCS Payment Schedule
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
Exhibit "H"
Insurance Requirements
Certification of Nondiscrimination
Special Terms
Development Objects
Change Control Process
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Contract No.
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND AXON SOLUTIONS,
INC. FOR SOFTWARE SYSTEM INTEGRATION SERVICES
[SAP SOFTWARE SYSTEM UPGRADE]
This SOFTWARE SYSTEM INTEGRATION SERVICES AGREEMENT [SAP
SOFTWARE SYSTEM UPGRADE] (the "Agreement"), dated, for convenience, October__, 2007
(the "Effective Date"), is entered into by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (the "City"), 250 Hamilton Avenue, Palo Alto, CA 9430 t-2531, and
AXON SOLUTIONS, INC., a Delaware corporation ("Axon"), 15 Exchange Place, Suite 730, Jersey
City, NJ 07302-3912 (individually, a "Party" and, collectively, the "Parties"), in reference to the
fol!owing facts and circumstances:
RECITALS:
1.In 2007, by the City ofPalo Alto’s RFP #121737 SAP Upgrade Services (the
"RFP"), the City solicited the software system integration services (the "Services"), more fully
described in the Upgrade and CCS Statements of Work (individually, "Upgrade SOW" and "CCS
SOW" and, collectively, the "SOWs"), of a SAP HP/UX 1 li operating system professional and a
certified partner of SAP to, during a two-phase process spanning FY 2007-08 through FY 2009-10,
perform upgrades to the City’s SAP ERP R/3 v.4.6c software system (the "SAP Software" or "SAP
4.6c" for purposes of Exhibits "A" and "B"), which the City has maintained since 2003) and add a
number of configurations and enhancements thereto (the "Software Improvements"). The
performance of the Services will include any and all actions that the Parties, individually and jointly,
must take to achieve the RFP’s goals and objectives (the "Project") of updating and acquiring the
most current SAP software system (the "System").
2.The City has determined that Axon’s proposal to the RFP (the "Proposal")
could best address the City’s Project requirements. On the basis of Axon’s expertise, training, skills,
knowledge and representations and warranties claimed and/or made in the Proposal, among others,
that (a) it is a SAP R!3-trained professional and an authorized Services Parmer of SAP AG (i.e., one
who is authorized to help SAP customers implement and integrate SAP solutions, optimize business
processes, and provide strategic business consulting), and (b) it has significant public sector
experience in upgrading the SAP Software to the mySAP Business Suite along with various scope of
work additions and enhancements, working with the SAP Solution Manager, implementing the IS-U
module solutions, and configuring various SAP modules to effect substantial data load to mySAP
ERP 2005, the City intends to award a contract to Axon, and Axon intends to accept that contract.
3.The City, through its Department of Utilities ("CPAU"), also provides
traditiona! municipal utility services; these include water, gas, electric, wastewater, storm drain,
refuse and dark optical fiber backbone services. As of FY 2007-08, there are approximately 28,000
electric customers, 19,000 water customers, and 23,000 gas customers.
4. The City owns and operates within its jurisdictional boundaries an electric
transmission and distribution facilities system. It purchases or otherwise acquires power (energy and
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capacity) and power transmission services from both related and unrelated third parties in addition to
participating in power and power transmission transactions and projects, directly, or, indirectly, by its
membership in one or more joint powers agencies.
5.Pursuant to the Charter of the City of Palo Alto, the Palo Alto city council (the
"Council") sets the utility rates applicable to the City’s utilities customers without the prior review or
approval of any other government agency. The Council, pursuant to California law, has adopted a
public benefit program, including, without limitation, demand-side management, renewable energy,
and other similar electric utility-related projects.
6.The City’s Department of Administrative Services ("ASD") has utilized the
SAP software system for the past five (5) years. CPAU has been operating the Banner CIS software
system ("Banner") for the past eight (8) years. The City has licensed SAP’s Industry Solution for
Utilities Customer Care and Services (the "IS-U/CCS" or "CCS") module, and it is now prepared to
replace Banner with the IS-U/CCS.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and the following
covenants, terms, conditions and provisions of this Agreement, the Parties agree, as follows:
SECTION 1. TERM
1.1 This Agreement will commence on the Effective Date and will continue until
the dates of full performance (each a "Completion Date") of the Services and completion of the
Project in accordance with the SOWs (each, a "Term"), more fully described in the SOWs, unless
this Agreement is earlier terminated by a Party upon the occurrence of an event of default and a
material breach under this Agreement; provided, however, to the extent the Parties do not specify the
Term of any of the SOWs, this A~eement wil! be for a contract term in the aggregate not exceeding
two (2) years from the Effective Date. The Parties may extend the time for performance of any of
the SOWs, and tasks therein, in accordance with mutually acceptable covenants, terms, conditions,
and provisions, more fully described in the SOWs.
1.2 The City may terminate for convenience this Agreement, in whole or in part,
by giving Axon no less than sixty (60) days’ prior written notice. Upon such termination, Axon may
pursue such rights and remedies, at law or in equity, as may be available to it.
1.3 This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without penalty: (a) at
the end of any fiscal year in the event that funds are not appropriated for the following fiscal year; or
(b) at any time within a fiscal year in the event that funds are appropriated for a portion of the fiscal
year and funds for this Agreement are no longer available. This Section 1.3 will take precedence in
the event of a conflict with any other covenant, term or condition of this Agreement and the Exhibits.
Nothing in this Section 1.3 is intended to affect Axon’s rights and remedies as may be available
under applicable laws.
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2
SECTION 2. STATEMENTS OF WORK
2.1 In reliance on Axon’ s representations and warranties and its agreement to fully
perform the Services and complete the Project in accordance with the SOWs, the City hires Axon to
perform, and Axon covenants and agrees, as follows: (a) within the Terms specified in Section 2.2
of the respective SOWs, commencing from the date(s) mutually agreed to by the Parties, to use its
best efforts to perform or cause to be performed, the Services and complete the Project; (b) the
Services will incorporate the AcceleratedSAP ("ASAP") rapid implementation methodology for each
of the Software Improvements. The Services will be executed in accordance with the SOWs, as
mutually agreed to, more fully described in the SOWs. Generally, the Upgrade SOW will pertain to
the System Upgrade and ESS/MSS scope and services, as described in Exhibit "A", and the CCS
SOW will extend the Upgrade SOW with the IS-U/CCS scope and services, as described in Exhibit
"B"; (c) Axon, with respect to a training plan, will train the City’s personnel and ensure the transfer
of knowledge to key City personnel, including, without limitation, the City’s Information
Technology Services division ("ITS") staff, to use and maintain the Software after the installation
and configuration of the Software Improvements, provided such City personnel are appropriately
trained and able to perform the roles that they are assigned to, including, without limitation, the ITS
staff, as well as set forth the various methods of training, including, without limitation, project team
training and end-user training; (d) Axon’s overall change management plan will address, among
other matters, the communication of process change and help/desk support strategies; (e) Axon will
provide such post-production support, more fully described in the SOWs, following the completion
of key milestones in the SOWs established by the Parties; and (f) the Parties will collaborate in
defining and developing all necessary Software applications and functionality, more fully described
in the SOWs.
2.1.1 Axon will perform the Services in a professional and workmanlike manner
and consistent with applicable City security and safety measures. In addition, Axon will develop
technically feasible solutions as may be identified by the City’s personnel, including, without
limitation, the CPAU, ASD, and ITS staffs. From and after the mutually agreed to date(s) referred
to in Section 2.1 (a), Axon will perform the Services in accordance with the SOWs’ scopes of work,
roles and responsibilities of the Parties, timetables and milestones, and the key resources of each
Party, as set forth in this Agreement and the Exhibits. Except as otherwise described in this
Agreement and the Exhibits, generally, Axon will furnish all labor, materials, personal computers,
software, products, tools, transportation, and supplies that are required by their consultants to fully
perform the Services and complete the Project.
2.1.2 Axon will provide to the City all of the software functionality required by the
City, more fully described in the SOWs. Axon will fulfill the City’s requirements that cannot be met
by "off-the-shelf" or "out-of-the-box" software with the Software Improvements, as practicable,
without modification to the original SAP Enterprise Resource Planning software (the "ERP
Software") source code, except at end-user exits or such other points that will not interfere with the
progress of configurations to new, upgraded, enhanced or redesigned versions of the ERP Software.
Except as may be provided in the Exhibits, Axon will not modify the ERP Software in a manner that
will detrimentally affect the City’s license (or licenses) to use the ERP Software, including, without
limitation, any warranties that may apply to that license (or licenses), which the City will make
available to Axon, upon request.
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2.2 In the performance of its obligations hereunder and within ten (10) business
days of the City PM giving notice to the Axon PM that Axon can commence work on the Project,
Axon will identify, in writing, by letter or e-mail, which will be deemed incorporated herein by
reference at the time of its submittal to the City, its key personnel, their job titles and responsibilities,
and any other information deemed essential by the City to the coordination of efforts by the Parties to
complete the SOWs. Axon reserves the right to allocate its personnel resources to the Project,
assigning personnel to and removing personnel from the Project during the pendency of the SOWs,
in the reasonable exercise of its business judgment. Axon may not subcontract to an unrelated third
party more than one-quarter of the total hours of work estimated to perform the Services and
complete the Project; and no key personnel services and responsibilities may be subcontracted to an
unrelated third party without the City’s prior express written approval, which will not be
unreasonably withheld or delayed. Axon will designate one individual to serve as its Project Manager
(the "Axon PM’), who will have supervisory responsibility for Axon’s performance of the Services
and completion of the Project. Axon designates Noreen Jensen as the Axon PM. The City
acknowledges that Ms. Jensen, the Axon PM, will not be able to commence work on the Project as
of the Effective Date, as she will be assigned to another Axon project, which will not be completed
as of the Effective Date; provided, however, Axon will make Ms. Jensen available to the Project
promptly after the completion of her current assignment, as practicable, and in any event by no later
than January 2, 2008. As of the Effective Date, in the absence of Ms. Jensen, Axon will assign
another individual, acceptable to the City, to serve as the interim Axon PM until Ms. Jensen
commences work on the Project by January 2, 2008. For each day that Ms. Jensen fails to commence
work on the Project in her position as the Axon PM as of January 2, 2008 and such failure to
commence work on the stated date is entirely within the control of Axon, the City will be entitled to
receive from Axon an equivalent amount of FRICE-W hours of programming effort in excess of the
hours that Axon will provide (as referred in Section 2.7(A) of Exhibit "A" and Section 2.4.1.2 of
Exhibit "B") equal to eight (8) hours for each whole day, or prorated amount, that Ms. Jensen fails to
commence work on the Project in her position as the Axon PM. The City, at its discretion, may
allocate such additional programming hours to either of the SOWs or both SOWs. If circumstances
or conditions arising subsequent to the execution of this Agreement should cause the substitution of
the Axon PM for any reason, the appointment of a substitute Axon PM will be subject to the prior
written approval of the City’s Project Manager (the °’City PM"), which will not be unreasonably
withheld or delayed. The City will provide adequate working area space in or about City Hall or
other City-occupied space for the Parties’ Project team members. The Axon PM will work at that
location for a minimum of 40 hours per week or other periods of time, as may be agreed to by the
Parties, during the Term.
2.2.1 The City may interview Axon’s key personnel, including, but not limited to,
the position of the Axon PM, and any replacement key personnel assigned to the Project before they
may be authorized to work on the Project. Axon will not designate any key personnel without
obtaining the City’s prior wTitten consent, which will not be unreasonably withheld or delayed. For
the purposes of this Agreement, ;;key personne!" means and includes the Axon PM and any other
designated consultants or senior management employees of Axon whose identities will be noted in
the SOWs. Axon will not reassign any individual designated as a key personnel without the City’s
prior written consent during the period beginning on the date such individual commences performing
the Services, or part thereof, on Axon’s behalf, to other functions, if doing so would require the
alteration or reduction of such individual’s contribution to, or involvement with, the performance of
the Services. Axon will obtain the City PM’s prior written consent at least thirty (30) days, or such
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shorter time period as agreed to by the Parties, prior to any assignment of key personnel that may
result in the alteration or reduction of time expended by such individua! in the performance of
Services and completion of the Project. In the event that any key personnel is reassigned, becomes
incapacitated, or ceases to be employed by Axon and thus becomes unable to perform the functions
and/or responsibilities assigned to him or her, Axon will use reasonable effort to substitute another
person who is approved, in advance, by the City, provided Axon can demonstrate that such person is
properly trained and qualified to perform the functions of such replaced person. Where any key
personnel will be replaced and such key personnel will be charged to the City on a time-and-
expenses basis, Axon will provide to the City a mutually acceptable no-cost transition period if the
key replacement personnel requires adequate time to become familiar with any of the SOWs’ task(s).
2.3 The City will designate the City PM to represent the City for all purposes
under this Agreement. The City PM will confer with the Axon PM in regard to the mutually agreed
to date for the commencement of the Services. The City PM will supervise Axon’s performance of
the Services and completion of the Project. The City’s City Manager, acting at his sole discretion,
may designate an alternate City PM from time to time.
2.4 Any of the Services that is not expressly identified in the SOWs or any change
to the Services, which would require the payment of compensation in excess of the fixed
compensation amount set forth in Section 3 of this Agreement and Exhibit "C", will be subject to the
Change Control Process, as described in Exhibit "H". An amendment to change the amount of
compensation payable to Axon may be agreed to by the City Manager, acting on behalf of the City,
within the dollar authority lawfully delegated by the Council to the City Manager by ordinance,
resolution or minute order. All proposed changes to compensation in excess of the amount delegated
to the City Manager and all material changes to any other covenant, term, condition or provision of
this Agreement may require the prior approval of the Council.
2.5 The City PM and the Axon PM (the "PMs") may agree to any specific
coordination procedures for the processing of amendments as are in furtherance of Section 2 of this
Agreement and in conformance with the City’s general purchasing or procurement requirements.
2.6 To the extent that an item is characterized as a ;’work product" in any of the
SOWs and is provided in support of the Software programs licensed to the City by a third party or
third parties or to Axon pursuant to one or more software license agreements, the applicable software
license agreement(s) will govern the City’s use of supplemental software included in the work
product provided hereunder.
2.7 All work product provided hereunder, including, without limitation, computer
software programs, operating instructions, unique design concepts, training materials, or other
documentation developed for or specifically relating to the Services, as well as ideas, know-how,
techniques, products and inventions, will be and shall remain the property of the third party
supplier(s) or Axon, as appropriate, unless the Parties otherwise agree, in writing.
2.8 In the performance of the Services, Axon hereby grants to the City, and the
City hereby accepts from Axon, subject to the terms of the original or other applicable Software
license (or licenses), as applicable, a perpetual, royalty-free, non-exclusive, non-transferable,
worldwide, fully paid-up license (or licenses) and/or right to use the Axon Project Support
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Environment (the "APSE"), solely for its own internal business purposes and to make improvements,
modifications or other alterations to the Software in accordance with the terms and conditions of this
Agreement. Axon wan’ants that it has the right to grant such license (or licenses) in APSE and the
Software Improvements, as applicable, on the basis of its rights, title and interests therein.
SECTION 3. PRICING SUMMARY AND PAYMENT SCHEDULES
3.1 In consideration of the Services to be provided by Axon, the City agrees to pay
Axon the sum of six million two hundred and ninety-two thousand and seventy-three dollars
($6,292,073.00), which sum will be due and payable in such amounts and at such times (each a
"Progress Payment") in accordance with the terms and conditions of the respective Pricing Summary
and Payment Schedules provisions, as described in Exhibits "C," "C-l," "C-2," and "C-3." The City
will make the final payment (the "Final Payment") after taking into account all amounts for Services
rendered and all Progress Payments for Services made in the amount and at the time in accordance
with the above-referenced exhibits. The total contract price will include the prices for the
performance of the Services and the completion of the Project and the ninety-day warranty period
applicable to any and all Software Improvements. The City will be responsible for any taxes and user
fees then due and payable on the Services to be performed, except taxes based on Axon’s income
arising from its performance of the Services. The cost of any goods to be delivered or provided by
Axon in connection with the performance of the Services will be FOB Palo Alto. Without prejudice
to Axon’s rights and remedies hereunder or otherwise available at law, if the City fails to make any
Progress Payment or the Final Payment as and when due and payable, then the City will pay a late
payment charge in an amount not to exceed one percent (1%) per month on the net Progress Payment
or the Final Payment then due.
3.2 Except as otherwise provided in this Agreement or as may be subsequently
agreed to by the Parties, any hours worked by Axon’s key personnel, to the extent the Services are
made payable by an hourly rate and the fixed total contract price would be otherwise exceeded,
taking into account such hourly rates, will be performed at no additional cost to the City. For a
period from the Effective Date through March 31, 2009, the compensation due and payable for any
new or additional services not identified in the SOWs but arising after the Effective Date, or changes
to the Services that may require the payment of additional compensation will be made payable at an
hourly rate not to exceed the per-hour rate for each key personnel as detailed in the SOWs and/or
other Exhibit hereof, in particular, Exhibit "G" which pertains to Development Objects. Subsequent
to such specified period, additional compensation wil! be payable at Axon’s then current hourly
rates, provided that Axon has notified the City, in writing, at least thirty (30) days prior to the
effective date of any change in its hourly rates.
3,3 Notwithstanding anF other covenant, term, condition or provision q[’this
Agreement and the Exhibits, in no event will the City be liable to Axon or any third par.ty on any
claim, whether based in contract, tort or any other legal theorF, flor any special, consequential,
indirect or incidental damages, including, without limitation, lostprofits, arising out of the Services
to be per.formed or the Project to be completed in connection with this Agreement.
3.4 Axon covenants and agrees to perform the Services and complete the Project
in accordance with the materia! covenants, terms, conditions and provisions of this Agreement and
the Exhibits.
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SECTION 4. SAP SOFTWARE IMPROVEMENTS INSTALLATION. TESTING
AND ACCEPTANCE
4.1 In accordance with the SOWs, Axon will notify the City whenever one or
more tasks of the Upgrade SOW or the CCS SOW are completed and are ready for testing. The City
will begin testing in a non-production environment using the test protocols, procedures and standards
(the "Standards") set forth in the SOWs or such other standards as the Parties may agree to, in
writing (the "Acceptance Test Procedures"), to determine whether the respective Software
Improvements meet in all material respects the applicable specifications (the °’Specifications") and
acceptance criteria (the "Acceptance Criteria") set forth in Exhibits "A" and "B" or such other
specifications as the Parties may agree to, in writing (the "Pre-Live Testing"). After the City has
completed the Pre-Live Testing for the respective Software Improvements and has continuously
operated such software for up to thirty (30) days in accordance with the Specifications and the
Acceptance Criteria, the City wilt notify Axon, in writing, that it has accepted such performance. If
the City determines that such respective Software Improvements do not perform as warranted in this
Agreement, the City PM will deliver to the Axon PM, in writing, a report describing the City’s
adverse determination. Axon will correct any non-performance of the Software Improvements within
the period(s) of time specified in the SOW(s) after receipt of the report. The City may re-test the
respective Software Improvements for an additional test period of up to thirty (30) days, at the end of
which the Acceptance Test Procedures process wil! be repeated. In the event the non-performance is
caused by a Software defect, Axon will use reasonable efforts to resolve the non-performance within
thirty (30) days. For the purpose of this Agreement, the City will file an exception report in the case
of any Software Improvements defect. This procedure will continue until the City has accepted the
respective Software Improvements.
4.2 Once the City has accepted the respective Software Improvements, the City
wil! begin using them in a production environment (the "Go-Live Testing"). The Parties agree that
the Go-Live Testing period will not exceed forty-five (45) days in order to afford the City a
reasonable opportunity to test the functionality of those Software Improvements to determine
whether the respective Software Improvements meet in all material respects the Specifications in an
integrated production environment. Once the City has conducted the Go-Live Testing and has
determined that (a) there have occurred no material errors, (b) the respective Software Improvements
have performed as warranted in this Agreement, and (c) all related training services and other
Services have been completed, then the City PM will notify the Axon PM, in writing, of the City’s
final acceptance. In no event will any other action or inaction by the City, including its use of the
respective Software Improvements, or any portion thereof, in a live, operational environme.nt,
constitute the final acceptance of any portion of the respective Software Improvements.
Notwithstanding any provision to the contrary, in no event will the final acceptance be deemed a
waiver of any right or remedy that is available to the City under this Agreement, at law or in equity
as a result of any defect in the Software Improvements, or other element of the Project that was not
reasonably discovered by the City during the Pre-Live Testing or the Go-Live Testing periods.
4.3 If any of the Software Improvements does not function in a manner as
contained in the SOWs during the Go-Live Testing period, the City will have the fo!lowing options,
upon reasonable written notice to Axon, to: (a) terminate this Agreement, provided the Parties have
exhausted all other reasonable options; (b) accept the Software Improvements at its then level of
performance and/or functionality; (c) extend Go-Live Testing for such period as the Parties may be
071029 jb 0072950
agree to, in writing; (d) accept those portions of the Software Improvements which meet the
Acceptance Criteria and require Axon to correct the remaining portions, in which event the City will
not be liable for any payments associated with the implementation of such remaining portions unless
and until they have passed the acceptance testing; or (e) pursue such rights and/or remedies as may
be available to the City, at law or in equity.
4.3.1 The City’s acceptance of the Software Improvements will not constitute a
release of Axon from its obligation to correct any Software Improvements defects in accordance with
the terms of the warranties and maintenance agreement requirements set forth herein.
4.4 The City will review and approve, in writing, each of the Exhibits "A" and
"B" scopes of work and tasks (or deliverables) hereunder in the following manner: (a) the PMs will
preview each draft task/deliverable prior to the formal submittal of each draft to the City; (b) the City
PM will identify, in writing, any required changes, deficiencies, and/or additions necessary within
ten (10) business days of the receipt of each draft task!deliverable; (c) upon the acceptance of the
final task/deliverable, the City PM will sign an acceptance form for such task/deliverable and shall
return it to the Axon PM. If the City rejects a final task/deliverable, then Axon will modify the
task/deliverable in a manner that is acceptable to the City and will re-submit the task/deliverable for
review in accordance with the procedures outlined in this Section 4 and the Extfibits "A" and "B";
(d) if the City fails to provide written notice to Axon within the time periods set forth in this Section
4 regarding its approval and acceptance or identification of deficiencies of a task/deliverable, the
Axon PM will notify the City PM of such failure. The City PM may request an additional two (2)
business days in which to provide such written notice. If the City PM does not request additional
time, or within such period of time the City PM does not provide such written notice, then the
task/deliverable will be deemed accepted by the City; and (e) the Parties acknowledge that, in
principle, the acceptance of completed tasks/deliverables should not cause unreasonable delays in
Axon’s progress in the completion of the Project. The City will endeavor to timely review and act on
Axon’s request to continue with the performance of outstanding tasks/deliverables in accordance
with the Project milestones and timelines, even though the City may not have formally approved any
submitted task/deliverable, the completion of which may be a condition precedent to the continuation
of performance of outstanding tasks/deliverables. Any changes arising after the City has approved a
task!deliverable, or has agreed to Axon’s request to continue the performance of any outstanding
task(s)/deliverable(s) while awaiting formal approval, will be managed through the agreed Change
Request Procedures.
4.5 Except as may be specified in the SOWs, the testing of any Software
Improvements will include sufficient testing to the City’s reasonable satisfaction, as follows: (a) unit
testing (or the individua! testing of each field, screen, screen-related action, and module/program);
(b) System testing (or the testing of the upgraded and enhanced or modified SAP software system as
a whole and its integration with other City software systems); and (c) volume/stress testing (or the
testing of the SAP soft~vare system under peak usage conditions to measure the response times and
the system reaction to load).
SECTION 5. SAP SOFTWARE SYSTEM WARRANTY
5.1
acceptance of the
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Axon warrants that for a period of ninety (90) days from the date of final
Project or the Completion Date, whichever occurs later, the Software
Improvements, excluding any software defects: (a) will meet the Specifications and Acceptance
Criteria set forth in the SOWs; (b) will be free of material defects; (c) will’ operate, conform and
perform in accordance with the functionality established in the SOWs; and (d) with respect to any
Software Improvements made by Axon as part of the Services, is fit for the purposes expressly set
forth in this Agreement and the Exhibits.
5.2 Axon will provide such new or additional Services or modifications, or repair
any and all defects at no charge during such warranty periods, provided that the City PM has given
to the Axon PM reasonable written notice of the existence of such defects and/or deficiencies, and
provided that the defects and/or deficiencies have not been caused by the willful acts or omissions of
the City.
5.3 Axon warrants that the Software Improvements: (a) will function properly and
in accordance with the Specifications, separately and as a fully integrated system; and (b) when
operated together will not cause any material delays, defects, or problems with the SAP Software,
subject to any capacity constraints of the City’s communications network or hardware environment.
Axon further warrants that the Software Improvements’ functionality that is established in the SOWs
will be delivered to the City, to the maximum extent possible, without modifications to the Software
or the source code, "bolt-on" programs, or extensive "work-arounds". In addition, Axon warrants
that the Software Improvements will not detract from or otherwise interfere with the full
functionality of the Software as described in the Specifications and Acceptance Criteria.
5.4 In the event that the City makes or requests any changes or modifications to
the Software Improvements within the applicable warranty periods, except as agreed to by Axon, the
foregoing limited warranty of Axon with respect to the Software Improvements will continue to
apply, but Axon may charge the City for additional services at Axon’s then prevailing hourly rates;
provided, however, Axon wi!! not be obligated to provide such additional services.
5.5 Axon further warrants that the Software Improvements do not infringe or
violate any applicable U.S. patents, copyrights, or trademarks or any applicable state trade secrets or
other comparable intellectual or proprietary rights of any third party. Axon will indemnify, hold
harmless and defend the City, its elected officials, officers, employees and agents from and against
any and all claims, actions, suits, demands, judgments, awards, liabilities, losses, damages, and
reasonable expenses, including reasonable attorneys’ fees, arising out of any actual or alleged
violation or infringement of any patent, copyright, or trademark or other comparable intellectual
property rights of any third party, with respect to the use of any Software or Software Improvements
or other product or material developed or provided by Axon under this Agreement (the "Materials").
In the event of a third party claim against the City relating to the Materials, the City wi!l notify Axon,
promptly and in writing, of the claim, and Axon will have the sole authority (at its sole cost and
expense) to: (a) replace such infringing Materials; (b) modify such Materials in a manner as to make
it non-infringing; or (c) procure for the City the right to continue using the Materials. The Parties
intend that the City will not incur any liability for, and it will not be obligated with respect to, any
use by Axon of such Materials outside of the performance of this Agreement. If Axon reasonably
determines that none of these alternatives is reasonably available, the City will return the applicable
Materials to Axon, upon written request. Axon then will refund promptly to the City an amount
equal to the pro-rated amount that the City has paid to Axon for the Materials. Axon will not be
obligated or liable for any claim based upon or resulting from: (x) the use, operation or combination
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of the Materials with non-Axon-produced programs, data, equipment or documentation (other than
as contemplated by this Agreement); (y) the City’s modification of the Materials, unless such a
modification is performed as required or otherwise agreed to by the Parties; or (z) non-compliance
with Axon’s written instructions relating to the use of the Materials. The foregoing states the entire
liability of Axon and is the exclusive remedy of the City with respect to any infringement of
intellectual property rights of any third party in the Materials.
SECTION 6. INDEMNITY
6.1 Subject to Section 6.2 hereof, Axon will indemnify, defend and hold harmless
the City, its elected officials, officers, employees and agents from any and all claims, demands,
liability, loss or damage for injury or death of any person, or for property damage caused by or
arising out of the negligent acts or omissions, or willful misconduct of Axon, its directors, officers,
employees, consultants, developers, agents or subcontractors, in the performance of Services and the
completion of the Project under this Agreement.
6.2 In no event will Axon be liable to the Ci~_ , or ang third par~_ ,_for any indirect.
consequential, punitive, exemplary, special or incidental damages (including, without limitation,
damages for loss of business, loss qf revenue, loss of opportuni&, or loss o_f data), however caused,
whether arising under tort, contract, or otherwise, whether or not foreseeable, and even {[’advised in
advance qf the possibili& of such damages.
6.3 Axon’s maximum total and aggregate liabili_ty to all persons claiming by or
through the Ci_ty, or ang third party, _for direct damages relating to ang and all claims hereunder,
regardless of the form of action, whether arising under tort, contract, or otherwise. (a) in relation to
claims for damage to the real proper~_ qf the Ci_ty, will not exceed the sum qf ten million dollars
($1 O, 000, 000. 00): and (b) in relation to all other claims hereunder, will not exceed the lesser of(l)
five million dollars ($5. 000, 000. 00), or (2) one hundred twen~_ -five percent (I25%) of the sum of
.fees actually paid by the City to Axon under this Agreement.
SECTION 7. INSURANCE
7.1 Axon, at its sole cost and expense, will obtain and maintain, in full force and
effect during the Term, the Insurance Requirements, as described in Exhibit "D." Axon and its
consultants, contractors, developers and subcontractors, if any, will each obtain a policy endorsement
naming the City as an additional insured under any general liability or automobile policy or policies.
7.2 All insurance coverage required hereunder will be provided through carriers
with Best’s Key Rating Guide ratings of A:VII or higher which are admitted to transact insurance
business in the State of California. Axon will use reasonable efforts to ensure that any and all
contractors, contractors, developers and subcontractors of Axon who are retained to perform the
Services or any part thereof will obtain and maintain, in full force and effect during the Term,
identical insurance coverage, naming the City as an additional insured under such policies as
required above.
7.3 Certificates evidencing such insurance shall be filed with the City concurrently
with the execution of this Agreement. The certificates will be subject to the approval of the City’s
071029jb 0072950
10
Risk Manager and (a) will contain an endorsement stating that the insurance is primary coverage, (b)
if a policy is canceled before its expiration date for any reason other than for the non-payment of
insurance premium, Axon will ensure that the insurer will provide the City with at least thirty (30)
days’ prior written notice before the effective date of cancellation, and (c) if the policy is cancelled
before its expiration date for the non-payment of insurance premium, the insurer will provide the
City with at least ten (10) days’ prior written notice before the effective date of cancellation. Axon
will be responsible for ensuring that current certificates are provided to the City’s Purchasing
Manager during the Term.
7.4 The procurement of such required policy or policies of insurance will not be
construed to limit Axon’s liability hereunder or to fulfill the indemnification provisions of this
Agreement.
7.5 Axon, by executing this Agreement, certifies that it is aware of the provisions
of the California Labor Code which require every employer to be insured against liability for
workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code,
and certifies that it will comply with such provisions, as applicable, before commencing the
performance of the Services.
SECTION 8. ASSIGNMENT
8.1 The Services to be performed by Axon are personal to Axon and thus Axon
will not assign this Agreement or its obligation to perform the Services and/or complete the Project
without the prior wTitten approval of the City. Any unapproved assignrnent will be nu!l and void. In
the event an assignment is approved by the City, Axon will remain primarily liable for the
performance of the Services and the completion of the Project.
8.2 Notwithstanding Section 8.1, the City agrees that up to twenty-five percent
(25%) of the personnel assigned by Axon to perform its obligations under this Agreement may be
independent contractors (and not employees) of Axon; provided, however, that any individual whom
Axon proposes to perform work under this Agreement will be subject to all of the applicable
provisions of Section 2 hereof regarding the City’s approval of Axon’s personnel.
SECTION 9. WAIVER
9.1 A waiver by a Party of any breach or violation of any covenant, term or
condition of this Agreement or of the provisions of any ordinance or law shall not be construed to be
a waiver of performance of any other covenant, term, condition, ordinance or law, or of any
subsequent breach or violation of the same. The acceptance by a Party of any payment or damages
which may become due hereunder will not be deemed to be a waiver of any subsequent breach or
violation by the other Party of any covenant, term, condition, ordinance or law.
SECTION 10. CONFLICT OF INTEREST
10.1 In accepting this Agreement, Axon covenants that it presently has no interest,
and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in
any manner or degree with the performance of the Services.
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10.2 Axon covenants that, in the performance of this Agreement, it will not
employ any subcontractor or other person having such an interest. Axon certifies that no person who
has or will have any financial interest under this Agreement is an officer or employee of the City; this
provision wil! be interpreted in accordance with the applicable provisions of the Palo Alto Municipal
Code and the Government Code of the State of California.
10.3 If the City’s City Attorney determines that any employee or subcontractor of
Axon is a °’consultant" as that term is defined by the regulations of the California Fair Political
Practices Commission, that person shall be required to file the appropriate financial disclosure
document as required by the Palo Alto Municipal Code and the Political Reform Act of 1974.
SECTION 11. EVENT OF DEFAULT: REMEDIES FOR DEFAULT
11.1 This Agreement may be terminated upon the occurrence of an "event of
default" by a Party (the "Defaulting Party"). An "’event of default," which will constitute a material
breach of this Agreement if it is not cured in a timely manner, means the occurrence of any of the
following: (a) a representation or warranty made by a Party is false or misleading in any material
respect when made or deemed made or repeated; (b) the failure to perform any material covenant, or
obligation set forth in this Agreement or any Exhibit if such failure is not remedied within thirty (30)
days after written notice of default is given; (c) a Party files a petition or otherwise commences or
acquiesces in the commencement of a proceeding under any bankruptcy, insolvency, reorganization
or similar law, makes an assignment for the benefit of its creditors, has an administrator, receiver,
trustee, conservator or similar official appointed with respect to it or any substantial portion of its
property or assets, or is generally unable to pay its debts as they fal! due; (d) a Party consolidates
with, merges with or into, or transfers all or substantially all of its assets to, another entity and, at the
time of such consolidation, merger or transfer, the surviving entity fails to assume all of the
obligations of the Party under this Agreement and the Exhibits to which it was a party by operation
of law or pursuant to an agreement reasonably satisfactory to the other Party; (e) the transfer of this
Agreement or any material obligation arising under this Agreement and the Exhibits, whether
voluntarily or by operation of law, without the consent of the other Party; and (f) the failure to make,
when due, any payment required by this Agreement if such failure is not remedied within five (5)
business days after written notice of default is given.
11.2 If an event of default occurs and is continuing with respect to the Defaulting
Party, the other Party (the "Non-Defaulting Party") will have an election of rights and remedies, in
addition to all other rights and remedies afforded or provided by law or in equity or as otherwise
provided in this Agreement, to which the non-defaulting Party may resort cumulatively, or in the
alternative: (a) the right to terminate this Agreement by giving thirty (30) days’ prior notice of
termination, in which event this Agreement will terminate on the date set forth in the notice of
termination; (b) the right to demand performance of an act which otherwise cure the violation or any
breach; and (c) the right to suspend performance of any of its material obligations, including, without
limitation, the right to withhold any payments due to the Defaulting Party under this Agreement.
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SECTION 12. NONDISCRIMINATION
12.1 The Palo Alto Municipal Code prohibits discrimination in the employment of
any individual under this Agreement because of race, skin color, gender, age, religion, disability,
national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or
height of that person. Axon acknowledges that it has read and understands the provisions of Chapter
2.30 of the Palo Alto Municipal Code relating to nondiscrimination in employment and the penalties
for violations thereof, and it agrees to comply with all requirements of Chapter 2.30 pertaining to
nondiscrimination in employment, including the completion and submission to the City of the
Certification of Nondiscrimination, as described in Exhibit "E", executed by Axon.
SECTION 13. FORCE MAJEURE
13.1 A Party will be temporarily excused from the performance or further
performance of any of its covenants or agreements hereunder and such Party’s nonperformance shall
not be deemed an event of default under this Agreement for any period to the extent that such Party
is prevented, hindered or delayed for any period of time not in excess of thirty (30) days from
performing any of its covenants or agreements, in whole or in part, as a result of an act of God, war,
civil disturbance, court order, or other cause beyond that Party’s reasonable control, including,
without limitation, any denial of access to the City’s facilities in order to perform the Services and
complete the Project. The Parties hereby agree to use reasonable efforts to remedy the effects caused
by the occurrence of the event giving rise to a Party’s temporary nonperformance of its covenants or
agreements under this Section. A Party will provide notice promptly to the other Party to the extent
that Party relies on the provisions of this Section to temporarily excuse its failure to perform any of
its covenants or agreements hereunder.
SECTION 14. CONFIDENTIALITY
14.1 Each Party acknowledges that in the course of performing and discharging its
obligations under this Agreement, it may be exposed to or acquire information that is considered or
deemed proprietary to or confidential to the other Party. Any and all information of one Party in any
form obtained by the other Party in the performance of this Agreement shall be deemed to be
confidential and proprietary information of such Party to the extent recognized by law. Subject to
the requirements of applicable taw, the Parties will hold such information in strict confidence and not
copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to
any third party or to use such information for any purpose whatsoever, without the express written
permission of the other Party, other than to perform the Services. Each Party will inform its officials,
directors, officers, employees, consultants, developers, subcontractors, agents, and representatives of
their obligations to keep such information confidential. All such confidential and proprietary
information described herein and any deliverable provided hereunder, in whatever form, are
hereinafter collectively referred to as "Confidential Information." The Parties will use reasonable
efforts to assist each other in identifying and preventing any unauthorized use or disclosure of any
Confidential Information. Without limitation of the foregoing, the Parties will use reasonable efforts
to advise each other immediately in the event that either Party learns or has reason to believe that any
person who has had access to Confidential Information has violated or intends to violate this Section,
and will reasonably cooperate in seeking relief against any such person.
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14.2 Notwithstanding the obligations set forth in Section 14.1, the confidentiality
obligations of the Parties will not extend to information that is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than receiving party, or was
known to the receiving party as of the time of its disc!osure, or is independently developed by the
receiving party, or is subsequently learned from a third party not laboring under a confidentiality
obligation to the providing part?,, or is required to be disclosed pursuant to court order or government
whereupon the receiving party shall provide notice to the other party prior to such disc!osure.
14.3 The liability of either Party under this Section, including the cost of
enforcement, will not exceed the liability of the City as set forth in Section 3.
SECTION 15. NOTICES.
15.1 All notices hereunder will be given, in writing, and mailed, postage prepaid,
by certified mail, addressed, as follows:
To CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
with copies
to:Manager of Information Technology Services
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303,
Purchasing Manager
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
To AXON:Axon Solutions, Inc.
15 Exchange Place, Suite 730
Jersey City, NJ 07302-3912
ATTN: Chief Financial Officer
with copies
to:Axon Solutions, Inc.
15 Exchange Place, Suite 730
Jersey City, NJ 07302-3912
ATTN: Contracts Manager
SECTION 16. AUDITS, INSPECTION OF RECORDS
16.1 Axon will maintain books and records relating to its performance of the
Services and completion of the Project during the Terms. Axon will permit the City to audit and
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copy, upon thirty (30) days’ prior written notice from the City at any reasonable time during the
Term and for three (3) years after the completion of the Project, Axon’s books and records pertaining
to Axon’s obligations covered by this Agreement. Axon will maintain and retain such books and
records at accessible locations and for at least thee (3) years after the expiration or earlier termination
of this Agreement, whichever occurs later. This provision will survive the expiration or earlier
termination of this Agreement.
SECTION !7. INDEPENDENT CONTRACTOR
17.1 In its performance of the Services, Axon acts at all times as an independent
contractor and not as an employee of the City. Nothing in this Agreement shall be construed to
establish a partnership, joint venture, group, pool, syndicate or agency between Axon and the City.
No provision contained herein shall be construed as authorizing or empowering either Party to
assume or create any obligation or responsibility whatsoever, express or implied, on behalf, or in the
name of, the other Party in any manner, or to make any representation, warranty or commitment on
behalf of the other Party. In no event will either Path" be liable for (i) any loss incurred by the other
Party in the course of its performance hereunder, or (ii) any debts, obligations or liabilities of the
other Party, whether due or to become due.
SECTION 18. COVENANTS NOT TO HIRE
18.1 The City hereby covenants and agrees that during the Terms and for a period
of one (1) year after the completion of the Project, it shall not, without the prior written consent of
A,-,:on: (a) directly or indirectly, (i) solicit or induce, or in any manner attempt to solicit or induce,
any person employed by Axon who has material contact with the City during the Terms, to leave
such employment, whether or not such employment is pursuant to a written contract with Axon or
otherwise, or (ii) solicit or induce, or in any manner attempt to solicit or induce, any person under
contract with Axon to perform services for, or provide services to, any client of Axon, to terminate
his or her contract with Axon; or (b) hire or otherwise obtain the services, directly or indirectly, from
any person employed by Axon who has material contact with the City during the Terms.
18.!.1 The term "material contact" includes any of Axon’s employees or
subcontractors who are involved with the preparation of any bid for the City, who has participated
in the negotiation of this Agreement or any work order or who provides any support services to
enable Axon to perform the Services or complete the Project.
18.2 The City acknowledges that it would be difficult to estimate or prove the
actua! damages to Axon resulting from a breach of the covenant set forth in Section 18.1. Therefore,
in the event of a breach of such covenant by the City, the City will pay to Axon, upon demand, the
sum of fifty thousand dollars ($50,000.00), which amount is liquidated damages and fairly represents
an estimate of the costs that Axon will have incurred to recruit and train any such former employee,
and the amount will not be deemed to be a penalty of any kind. Damages under this Section 18 wil!
in no way limit Axon’s ability to collect damages for any other breach of this Agreement.
18.3 Axon hereby agrees that during the Terms and for a period of one (1) year
thereafter it shall not, without the prior written consent of the City:(a) directly or indirectly (i) solicit
or induce, or in any manner attempt to solicit or induce, any person employed by the City who has
071029jb 0072950
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material contact with Axon during the Term, to leave such employment, whether or not such
employment is pursuant to a written contract with the City or otherwise, or (ii) solicit or induce, or
in any manner attempt to solicit or induce, any person under contract with the City to perform
services for, or provide services to the City to terminate his or her contract with the City; or (b) hire
or otherwise obtain services, directly or indirectly, from any person employed by the City who has
material contact with Axon during the Term.
18.3.1 The term °’material contact" also includes the key City contacts for Axon and
any City employee who has participated in the negotiation of this Agreement or any work order or
who provides any support services to enable Axon to perform the Services.
18.4 Axon acknowledges that it would be difficult to estimate or prove the actual
damages to the City resulting from a breach of the covenant set forth in Section 18.3. Therefore, in
the event of a breach of such covenant by Axon, Axon shall pay to the City, upon demand, the sum
of one thousand dollars ($!,000.00), which amount is liquidated damages and fairly represents an
estimate of the costs that the City will have incurred to recruit and train any such former employee,
and that amount will not be deemed to be a penalty of any kind. Damages under this Section 18 will
in no way limit the City’s ability to collect damages for any other breach of this Agreement.
SECTION 19. DISPUTE RESOLUTION
19.1 If a dispute arises from or in connection with this Agreement, generally, or any
Exhibit, in particular (a "Dispute"), the following procedure will govern the resolution of any such
Dispute: (a) the Parties will nominate their respective representatives to be responsible for and
exercise the appropriate authority to resolve all Disputes hereunder for the fourteen-day resolution
periods of time; and (b) if the Dispute remains unresolved within such fourteen-day period, before
either Party may resort to the process described in Sections 19.3 and ! 9.4, either Party may refer the
Dispute, in writing, for final settlement to Axon’s President and the City Manager or designee, who
will jointty convene within ten (10) days of receipt of a referral request and use reasonable efforts to
consider and resolve the Dispute. The Parties will ensure that their respective representatives confer
for a period of fourteen (14) days from the date of referral by either Party. If final resolution cannot
be achieved, the Parties may resort to the procedures described in Sections 19.3 and ! 9.4 hereunder.
19.2 Nothing contained in this Agreement will prevent or otherwise restrict either
Party from pursuing its equitable rights, including injunctive relief and specific performance, in the
event of a material breach by the other Party.
19.3 In the event of a dispute between the Parties with respect to this Agreement or
the enforcement of rights hereunder, either Party may, by notice to the other Party (the "Mediation
Notice"), require such dispute to be submitted to non-binding mediation in Palo Alto, California,
with a mediator acceptable to the Parties. If such mediation does not result in a settlement of the
dispute within one hundred eighty (180) days from the date of the Mediation Notice, either Party may
require such matter to be submitted to non-binding arbitration in Palo Alto, California, under the
rules of the American Arbitration Association. Action of any kind by either Party arising out of this
Agreement must be commenced within one (1) year from the date the right, claim, demand or cause
of action first arises.
071029jb 0072950
16
19.4 Notwithstanding anything to the contrary set forth herein, in no event will
Axon interrupt or suspend or terminate its performance of Services to the City or perform any action
that prevents, impedes, or reduces in any way the performance of Services or the City’s ability to
conduct its activities, unless: (a) authority to do so is granted by the City or conferred by a court of
competent jurisdiction; (b) this Agreement has been terminated in accordance with Section 1; or (c)
the City has failed to pay Axon any undisputed invoice that is past due in excess of thirty (30) days
after receiving a delinquency notice from Axon. In the event that the City fails to make such full
payment within the thirty-day period, Axon will grant to the City an additional fifteen (15) days to
render full payment provided that the City makes a request for such additional time before the expiry
of the initial thirty-day period.
SECTION 20. MISCELLANEOUS
20.1 This Agreement will be governed by and construed in accordance with the
laws of the State of California. The Parties will comply with applicable laws pertaining to their
obligations arising under this Agreement.
20.2 In the event that an action is brought, the Parties agree that trial of such action
will be vested exclusively in the state courts of California or in the United States District Court for
the Northern District of California in the County of Santa Clara, State of California.
20.3 The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action.
20.4 If a court of competent jurisdiction finds or rules that any provision of this
Agreement, the Exhibits, or any amendment thereto is void or unenforceable, the unaffected
provisions of this Agreement, the Exhibits, or any amendment thereto will remain in full force and
effect.
20.5 All Exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules that, from time to time, may be referred to in any duly executed
amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a
part of this Agreement.
20.6 This Agreement may be executed in any number of counterparts, each of
which will be an original, but all of which together will constitute one and the same instrument.
20.7 This Agreement represents the entire understanding and agreement between
the Parties and they supersede all prior negotiations, representations, and contracts, either written or
oral. If the City is required to sign an order form or other preprinted document of Axon, the Parties
understand and agree that to the extent of any conflict between such other form or document and this
Agreement, this Agreement wil! prevail. In the event of a conflict between the Agreement and any,
some or all of the Exhibits, the document imposing the more specific duty or obligation will prevail.
This Agreement may be amended only by a written instrument, which is signed by the Parties.
071029jb 0072950
17
20.8 The term "day" means a calendar day, unless a "business day" is specified; for
the purposes of this Agreement, "business day" excludes any "Regular Holiday" or "Other Special
Day" referred to in section 2.08.100 of the Palo Alto Municipal Code or any Friday that is considered
a ’9180’ day, when the City does not require employees, electing to work nine (9) business days in a
ten-business days biweekly period, to work on such days.
20.9 References made to "the Agreement" are intended to be made to both the
Agreement and the Exhibits, except as otherwise provided.
20.10 The special terms ("Special Terms") as used in this Agreement will have the
meanings set forth in Exhibit "F", unless the context clearly indicates otherwise.
20.11 The Parties agree that the normal rule of construction to the effect that any
ambiguity is to be resolved against the drafting party will not be employed in the interpretation of
this Ageement or any Exhibit or any amendment thereof.
20.12 On the Effective Date, each Party represents and warrants to the other Party
that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its formation; (b) the execution, delivery and performance of this Agreement and the Exhibits are
within its powers, have been duly authorized by al! necessary action and do not violate any of its
governing documents, any contracts to which it is a party or any law, rule, regulation, or order; (c)
the Agreement and the Exhibits and any other document executed and/or delivered in accordance
with this Agreement constitutes its legally valid and binding obligation enforceable against it in
accordance with its covenants, terms, conditions and provisions; (d) it has not filed and it is not now
contemplating the filing for bankruptcy protection or, to its knowledge, threatened against it which
would result in it being or becoming bankrupt; (e) there is not pending or, to its knowledge,
threatened against it or any of its affiliates any legal proceedings that could materially adversely
affect its ability to perform its obligations under this Agreement and the Exhibits; and (i’) no event of
default or potential event of default with respect to it has occurred and is continuing and no such
event or circumstance would occur as a result of its entering into or performing its obligations under
this Agreement and the Exhibits.
//
//
//
//
071029jb 0072950
18
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives
executed this Agreement and certain Exhibits, as appropriate, ,as of the Effective Date.
CITY OF PALO ALTO
Mayor
ATTEST:
AXON SOLUTIONS, INC.
Narfie: Stephen J. Wilkes
Title: Executive Vice-President
City Clerk
APPROVED AS TO FORM:
Maine:
Title:
Senior Asst. City Attorney
APPROVED:
Assistant City Manager
Director of Administrative
Services
Taxpayer Identification No.
52-2360171
(Compliance with Corp. Code § 313 is required
if the entity on whose behalf this contract is
signed is a corporation. In the alternative, a
certified corporate resolution attesting to the
signatory authority of the individuals signing in
their respective capacities is acceptable)
Attachments:
071029 ib 0072950
Exhibit "A": SAP Upgrade & Implementation: Statement of Work
Exhibit "A- 1": Final System Acceptance Criteria - Upgrade
Exhibit "A-2": Interfaces
Exhibit "B": SAP IS-U/CCS Implementation: Statement of Work
Exhibit "B-l": Final System Acceptance Criteria - CCS
Exhibit "B-2": Interfaces
Exhibit "B-3": Enhancements
Exhibit "C": Pricing Summary
Exhibit "C- 1": Upgrade Payment Schedule
19
Ex!fibit "C-2": ESS/MSS Payment Schedule
Exhibit "C-3": CCS Payment Schedule
Exhibit "D":
Exhibit "E":
Exhibit °°F":
Exhibit "O":
Exhibit ~H":
Insurance Requirements
Certification of Nondiscrimination
Special Terms
Development Objects
Change Control Process
071029jb 0072950
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City of Palo Alto
EXHIBIT "A"
SAP Upgrade & Implementation:
Statement of Work
October 29, 2007
071029jb 0072951 Page 1 of 51
Table of Contents
Introduction ..........................................................................................................................................................4
1.1 Background .................................................................................................................................................4
1.2 Guiding Vision ...........................................................................................................................................4
Project Scope ........................................................................................................................................................5
2.1 City Of Palo Ako Users ..............................................................................................................................5
2.2 Project Structure .........................................................................................................................................5
2.3 Project Functional Scope ............................................................................................................................5
2.3.1 Existing Functionality to be Upgaded .......................................................................................................6
2.4 New or Enhanced Functionality .................................................................................................................6
2.5 High Level Work Plan ................................................................................................................................9
A.Upgrade .......................................................................................................................................9
B.Scope of Services .........................................................................................................................9C.IT Landscape .............................................................................................................................11
D.Technical Scope .........................................................................................................................13
2.6 Technical Infrastructure and Basis Administration ..................................................................................13
2.7 Programming Effort ..................................................................................................................................13
Training Scope .....................................................................................................................................................14
B. Core Team Training .............................................................................................................................14
Implementation Approach ................................................................................................................................15
3.1 Stages of the Project .................................................................................................................................15
3.2 Final System Acceptance ..........................................................................................................................24
3.2.1 Final System Acceptance Criteria .............................................................................................24
Project (Program) Organization .......................................................................................................................26
4.1 Core Team Structure .................................................................................................................................26
4.2 Time Requirements ...................................................................................................................................26
4.3 Roles and Responsibilities ........................................................................................................................30
B. City Resources ......................................................................................................................................30C. Axon Resources ....................................................................................................................................33
Assumptions ........................................................................................................................................................35
5.1 Implementation Assumptions ...................................................................................................................35
5.2 Staffing Assumptions ...............................................................................................................................35
5.3 Business Change Assumptions .................................................................................................................36
5.4 Technology Assumptions .........................................................................................................................36
5.5 Process Assumptions ................................................................................................................................36
5.6 Interfaces and Conversion Assumptions ...................................................................................................37
5.7 Training Assumptions ...............................................................................................................................37
5.8 Programming Assumptions ......................................................................................................................38
5.9 ESS/MSS Assumptions ............................................................................................................................38
Project Management Processes .........................................................................................................................39
6.1 Project Management Tool .........................................................................................................................39
6.2 Project Controls ........................................................................................................................................39
6.2.1 Project Plan and Status Tracking ....................................................................................................39
6.2.2 Weekly Status Report .......................................................................................................................39
6.2.3 Other Project Controls ....................................................................................................................39
6.3 Issue Management Process .......................................................................................................................40
Process Overview .....................................................................................................................................40
07 ! 029 jb 0072951 Page 2 of 5 !
Escalation Procedure ...............................................................................................................................41
Change Control ........................................................................................................................................4I
6.4 Quality Assurance Process .......................................................................................................................41
6.4.1 Purpose and Objectives ...................................................................................................................41
6. 4.2 Quality Management Approach .......................................................................................................42
6.4.3 Parmers In Quality ..........................................................................................................................43
7 City-Provided Assistance ...................................................................................................................................44
7.1 City-Provided Project Infrastructure .........................................................................................................44
7.2 Connectivity of Axon’s Laptops to the City’s Network Resources ..........................................................45
7.3 Sot~are ....................................................................................................................................................46
7.4 Access to the City Personnel ....................................................................................................................47
7.5 Office Space and Furnishings ...................................................................................................................47
7.6 The City’s Facilities ..................................................................................................................................48
8 Pricing and Payment ..........................................................................................................................................49
8.1 Additional Services Rates .........................................................................................................................49
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1 Introduction
The provisions of this Exhibit "A", Sections 1.1 and 1.2, are provided only for background information purposes,
and the City does not intend for Axon to rely on any statement, fact or opinion provided herein or to deem such
statement, fact or opinion as a representation or warranty by the City, which Axon may rely, justifiably or otherwise,
in executing the performance of Services and the completion of the Project. The City disclaims the accuracy of any
statement or fact contained in the information provided below.
1.1 Background
A. Palo Alto, a city Of approximately 60,000 residents and 80,000 day-time employees, is a full-service city that
provides all of the traditional local government services (e.g., police, fire, public works) as well as utility services
(e.g., water, gas, electric, wastewater, storm drain, refuse and dark optical fiber backbone services).
B. The City installed a comprehensive business suite of SAP v.4.6c in 2003, and, since that time, it has maintained
the SAP software application, and is now prepared to upgrade the system software and add a number of
enhancements to the current system.
C. The City intends to utilize SAP ’best practices’ in upgrading to mySAP ERP 2005, and thereby hopes to gain
significant efficiencies through the elimination of manual processes and duplicated activities.
1.2 Guiding Vision
A. The City recognizes that the current SAP R/3 v.4.6c software system environment will hinder its efforts to re-
engineer and improve business processes and move toward an electronic government ("eGov") vision. As a first step,
the City recognizes the need to upgrade its existing SAP W3 v.4.6c system.
B. "eGov" refers to the City’s plan to deliver fully browser-based, self-service functionality to internal and external
stakeholders. Internally, employees would have access to self-configurable browser portals through which they could
perform all of their daily business activities (e.g., purchasing supplies, filling work orders, budgeting, and entering
journal entries) as well as maintain their own personnel information (e.g., adjusting benefits, changing addresses, and
viewing their payroll statistics), all in a secure environment. Externally, citizens and suppliers would have access to
browser portals through which they may view any public domain information (e.g., the Council meeting agendas and
minutes, financial statements, demographic and geographic information) as well as conduct other business with the
City (e.g., check payment status, order permits, pay fines, and pay utility bills).
C. With full integration, browser-based functionality, and ease of use, the Parties anticipate that there will be a major
reduction in paper; business processes will be streamlined and major efficiency gains will result. Documents, official
approvals, and even signature authorizations will be available electronically. Workflow management will improve the
efficiency, timelines, and accuracy of business processes. The ITS and other City department staff will benefit from
improvements in software maintenance, support, upgrades, training, and even intangibles such as job satisfaction and
professional gowth.
071029 jb 0072951 Page 4 of 51
2 Project Scope
The following provisions are intended as an overview of the scope of work
Implementation: Statement of Work (the "Upgrade" or "Upgrade SOW").
2.1 City Of Palo Alto Users
for this SAP Upgrade and
Headquarters Address
250 Hamilton Avenue
Palo Alto, CA
A. The City will have approximately 1105 Upgrade end-users of the system; the user types and the numbers are, as
follows:
Profession al Limited Professional User Employee
88 200 817
2.2 Project Structure
The structure of this Upgrade Project will utilize ASAP in performing the Upgrade, which will include the
Project implementation in five (5) phases over six (6) months (including the Go-Live phase), as follows:
One (1) month of Project Preparation - the organization~ the Project processes, and technology components
will be prepared to begin the upgrade.
One (1) month of Business Blueprint - this phase will focus on the design, gap assessment and tailored fit,
to deliver the upgrade.
Two (2) months of Realization -the primary objectives of this phase are to finalize the building and testing
of the tailored design and continue knowledge transfer.
One (1) month of Final Preparation- this phase will focus on preparing the business and systems for Go-
Live and post-Production Support.
One (1) month of Go-Live and post Production Support - the configured System will commence in a
production environment, initiating the beginning of formal production support.
Project Preparation
Business
Blueprint
Realization
Final
Preparation
Go-Live
Support
1 1 2 1 1
The following functionality will be accessed and otherwise accomplished during this Upgrade SOW:
2.3 Project Functional Scope
The following items are included in the functional scope of this Upgrade SOW:
" 071029jb 0072951 Page 5 of 51
2.3.1 Existing Functionality to be Upgraded
® Up~ade to SAP ERP 2005 to include the following present functionalities:
o Funds Management
o Controlling
o General Ledger
o Budget
o Accounts Payable
o Accounts Keceivable
o Fixed Assets
o Purchasing
o Inventory
o Human Resonrces
o Payroll
o Plant Maintenance
o Sales & Distribution
o Project Systems
2.4 New or Enhanced Functionality
®Implementation of the Budget Control System (BCS) with Update Profile to the Appropriate Version (if
required)
®Implementation of five (5) Adobe Interactive Forms
®Design and implementation of the custom Actual Labor Pro~am
®New GL Implementation
®Re-engineering of the Organization Management functionality in the HR module
®New ESS/MSS Implementation of Standard Delivered SAP Content, including, without limitation:
SAP Component Sub Function
ESS Benefits and Payment
Working Time
Employee Search
Personal Information
Core Business Processes
Salary Statement (Pay Stub replication)
Open Enrollment
Participation Overview
Leave Request
Leave Request Approval
Record Working Time
Time Statement
Clock In/Out Corrections
Who’s Who
Address
Bank Information
071029 jb 0072951 Page 6 of 51
SAP Component Sub Function
MSS
Life and Work Events
Work Overview
Working Time
Team
Personnel Administration
Position Profile
Core Business Processes
Personal Data
Family Data
My First Days
Marriage & Domestic Partners
Birth/Adoption
Divorce
Benefits
Change Employment Status
Terminate Employment
Universal Work List (UWL)
Attendance Overview
Reminder of Dates
Approve Working Times
Attendance Overview
Absence Days
Team Calendar
Headcount
Headcount FTE
Status Overview of PCRs
Personnel Change Requests (PCRs)
Status Overview of PCRs
Position Description
Employee Group/Subgoup
Cost Distribution
Holders
Working Time
¯ 071029jb 0072951 Page 7 of 51
SAP Component Sub Function
Organizational Units
Core Business Processes
Org Units Search
General Description
Working Time
Holders
Cost Distribution
071029jb 0072951 Page 8 of 51
Personnel Change Requests (PCRs) - Including Adobe Forms Provided from SAP for MSS
SAP Component Sub Function
MSS PCR
Core Business Processes
Change Employee Group / Subgroup
Change Personnel Area/Subarea
Change Position
Change Working Time
Separation
Promotion
Special Payment
Transfer
2.5 High Level Work Plan
The work will proceed in accordance with the following:
A.Upgrade
Axon will perform the upgrade of the SAP 4.6c System to mySAP ERP 2005 System.
B.Scope of Services
1. In order to refine the Project plan for the Upgrade, Axon will undertake to perform Services and furnish any
products incidental to the performance of Services during the Upgrade Project Preparation stage. The following
subsections B.2 - B.9 identify the key steps to be undertaken during this stage to determine the final impacts that
could result from the Upgrade:
2. A detailed analysis, using Axon tools (such as APSE) and knowledge of and experience with, existing ABAP/4
programming language programs, interfaces and standards will be conducted to determine the impact on and
compliance with the targeted mySAP 2005 version.
3. Any impacts from the Upgrade will be consolidated in the categories of forced changes (required as a result of
changes to the SAP R/3 architecture) or ease-of-use changes (made to improve the overall usability of the
application). Ease-of-use changes will lead to the adoption of a significant change management objective as an
underlying outcome that the Project must achieve in order to maximize and enhance user satisfaction.
4. The key specific considerations pertaining to the Upgrade are, as follows:
Axon will ensure that if any table is ’split’ during the Upgrade, i.e. if the proposed changes to the table
schema would cause inconsistency; it can continue to be made available after the Upgrade. With the City
PM’s approval, Axon will technically accomplish this in a number of ways:
o By creating a copy of the original table prior to the Upgrade, directing any application that uses
the ’split table’ to use the copy of the table instead, and to adjust the upgraded, SAP-provided
table with the copy of the original.
o By creating a copy of the original table prior to the Upgrade, then adjusting the contents of copied
table to the upgraded table.
¯ 071029jb 0072951 Page 9 of 5t
Business Application Programming Interfaces (BAPI’s), which use direct input methods, will replace older
call transactions (e.g., Batch Data Commands (BDC) programs). Axon warrants that BAPI’s will provide a
more efficient means of updating and extracting data from the system, as they do not rely on screen-based
data entry. Axon also warrants that within mySAP ERP 2005 a significant number of direct input BAPI’s
will be made available for most business objects. The City acknowledges that SAP has ’frozen’ interfaces
for BAPI’s and they are the least likely to be affected during future upgrades as transactions, screens and
tables are changed.
5. Axon warrants that SAP has a large number of Business Add-Ins (BADI’s) and End-User Exits, which Axon will
leverage to the maximum benefit to the City. The City acknowledges that Axon does not intend to use an SAP
Modification and will not do so without consent from the City.
®Axon warrants that SAP batch processing changes can and will be addressed during the Upgrade, using
several approaches, including, without limitation, standardized file handling, FTP with possible middleware,
exception handling standardization, re-writing interfaces with IDOC’s (an intermediate document, which is a
standard data structure for electronic data interchange for better error handling and tracking), and converting
BDC’s to BAPI’s/Functions for the updating and/or extraction of data.
® Axon will identify modifications via end-user exits or custom programs using the upgrade tool to provide a
list of all open and released repairs with any identified syntax errors. After the City’s technical team has
compiled a list of all objects, Axon will analyze these, individually, and, if Axon determines that the object
will require a modification, then Axon will document, change, and thoroughly test each object, using Axon’s
detailed testing methodology. Where customizations have been replaced by standard SAP functionality,
Axon will use reasonable effort to transition to the standard functionality.
® Axon will review and test Workflows by using a combination of diagnostic tools and proprietary Axon
upgrade tools. Every existing Workflow will be verified as part of the overall technical gap analysis and
evaluated by addressing the following questions:
¯Is the Business Object Repository (BOR), MethodfFunction Module/IDOC used in the task obsolete?
¯Has the BOR Method/Function Module interface or IDOC structure been modified in the later versions
of SAP?
¯Is a BAPI-based BOR object/method available as an alternative?
Axon will address the Interfaces defined in Exhibit A-2 by taking into account the overriding considerations
of incorporating technology advances, as applicable. These will include, without limitation, the leveraging of
new SAP functionality in interface programs and the giving of consideration to redefining batch interfaces as
real-time interfaces.
6. Axon will use reasonable efforts to achieve these aforementioned goals by working closely with the City’s staff
and proactively sharing its insight and knowledge in order to assist the City in improving the current capability of
the SAP software system and business processes.
7. Axon will actively provide advice, guidance, and strategies to ensure the City has a robust enhanced SAP
software system that will enable the City’s business operations to garner and/or improve on its return on investment
in its SAP system capital investment.
8. Axon warrants that, based on its knowledge and understanding of the City’s SAP implementation schedule, with
parallel development and testing systems during the Upgrade process over the course of several months, the
schedule will allow Production Support and "break-fix" to continue with no interruption. After the commencement
of the Production Upgrade Go-Live stage, the current development and testing systems wil! be taken offline, if the
City requests that Axon take such action.
9. During the Upgrade, Axon will perform a Database extract on the current Production instance of the SAP system,
which will be used to create the new development and testing instance of the SAP systems. Once Axon has installed
the new development and testing instances with the current 4.6c version of SAP, an upgrade will be performed on
the new SAP instances to configure all instances of the software to mySAP ERP 2005. After the upgrades are
completed, the SAP systems will be turned over to the Project team to allow them to test the SAP system and make
any needed changes. Also during this time if any changes are made by Production Support that get propagated into
the Production system, those changes will be manually made in the new upgraded development system and testing
will be performed.
071029jb 0072951 Page I0 of 51
C.IT Landscape
1. During the Production Upgrade Go-Live stage, the Production system will be upgraded using the same technical
steps that have been applied, tested and documented on the Development and Quality Assurance Systems. If any
changes to the systems are identified during testing, those changes will be applied, using normal Transport
Management System (TMS) procedures. When the changes are applied to the upgraded Production System, the
upgraded Development and Quality Assurance Systems will then serve as the Production Support landscape, i.e., be
used for developing and testing changes.
2. The following diagrams show the pre- and post-Upgrade landscape:
Production SAP Systems Legend
I-----~ SAP Transport Route
Manual Update When
~ Initialization of newDEViQA systems
Pre-production Upgrade LS
071029jb 0072951 Page II of 51
Production SAP Systems
~
Post-production Upgrade LS
Legend
i-- -- -- ~ SAP Transport Route
071029jb 0072951 Page 12 of 51
D.Technical Scope
1. The technical scope of this implementation relates to (a) infrastructure and Basis administration and (b) the
programming effort scope.
2.6 Technical Infrastructure and Basis Administration
The City will dedicate to the Project its staff resources who are trained in Basis administration, and Axon will
provide the following supporting roles to supplement those resources:
1)Initial Onsite SAP infrastructure planning, database copy/migration including Oracle upgrade to current
version SAP supports, installation, upgrade and basic initial technical configuration of:
a.2na Development ECC & Portal environment;
b.2nd Quality Assurance ECC & Portal environment;
c.Production ECC & Portal environment;
2)Onsite
a.
and remote ongoing support to the Project team during the Project such as:
Non-Production and Production Solution Manager instances (configuration limited to upgrade and
support packs download requirements);
b.Single Sign-On from Portal to ECC;
c.Transport Management System Setup;
d.Output Management System Setup for the Project Team;
e.User and role administration for the Project Team;
f.Background/batch jobs setup;
g.Administration of ALE/RFC/IDOC, Java Resource Adapter, Internet Communication Framework;
h.Database administrations for all Project instances and Production instance;
i.Latest (-2) Support Packages Stacks and Kernel Patches update to all Project instances and
Production instance;
j.Troubleshooting and Problem Analysis and Resolution for all Project instances and Production "
instance;
3)Support for Other Technical Operations not included are:
a.Archiving setup;
b.Monitoring setup;
c.High Availability strategy and implementation;
d.Disaster recovery strategy and implementation;
e.Backup/restore of databases and operating systems;
f.SAPRouter/SAPWebDispatcher setup;
g.Administration of client software;
h.OS Level administration;
i.SAN and local disk administration;
j.Hardware maintenance;
Initial guidance will be provided for the above.
4)Initial onsite or remote guidance for Security and Authorizations, including those for the organizational
management planned roles;
5)Onsite support for volume and stress testing prior to the Go-Live stage; and
6)Onsite support leading up to and following the Go-Live stage.
2.7 Programming Effort
A. Axon warrants that it has reviewed and understands the City’s requirements for the development of Forms,
Reports, Interfaces, Conversions, Enhancements, and Workflows ("FRICE-W’) and has allocated 2,396
programming hours (1,792 for the Upgrade and 604 for ESS/MSS) (in addition to the 2,396 programming hours to
be provided by the City’s resources) for a total of 4,792 total programming hours to complete the programming
effort for this Upgrade SOW. As part of the Business Blueprint phase, Axon will conduct a more detailed analysis
with the City; if additional FRICE - W components are mutually determined to be necessary for the satisfactory
¯ 071029jb 0072951 Page 13 of 51
completion of the Project, then the City will submit its request for additional hours and Axon’s resources will be
governed by the Change Request Procedures outlined in Exhibit "H’.
B. Axon will develop functional specifications for each identified and conf’Lrmed FRICE-W component. This will
determine t he level of effort required to complete all of the development. Each functional specification will be
assigned by the Axon Technical Lead, to either an Axon team member or a City team member for development. The
allocation of objects will be based upon the size, complexity and prior experience of the developer.
2.7.1 SAP Interactive Forms by Adobe
Axon will develop up to five (5) SAP Interactive Forms by Adobe; the specific forms will be identified during the
Business Blueprint phase of the Project.
2.7.2 Data Conversion
The data conversion will be delivered through a combination of:
®ABAP programming;
®LSMW (Legacy System Migration Workbench) scripts; and
®Manual input of data.
The actual method that will be used will be dependent upon the quality and quantity of data to be converted. The
process of extracting data from the existing legacy systems and cleansing/enhancing the data will be the City’s
responsibility.
2.7.3 Interfaces
The interfaces identified as part of this Upgrade SOW are defined in Exhibit A-2. Axon will be responsible for the
SAP-end of the interface only, as well as for supervising the integration testing of the completed interface. The City
will be responsible for all programmin~changes on or to the legacy or third-party system that will need to
communicate to or with the SAP system.
2.7.4 Reports
The Parties will complete the report conversion as part of the development budget of 4,792 programming hours. If
there is not a positive balance in the development budget, the additional reporting requirements will trigger the
Change Control Process (see Exhibit "H").
Training Scope
A. The Training Scope includes any required re-training of the core team members for those areas that will be
upgraded, as well; it will include training on new functionality implemented by the City.
B. Core Team Training
1. Axon will prepare and deliver delta training to the City’s core team who are affected by the Upgrade. In addition,
Axon will conduct training on any new or changed areas such as: ESS/MSS, BCS, new GL, and labor costing for the
City’s core team. All courses will include hands-on examples and exercises to be used as post-Upgrade
documentation. Each course will be offered once to an audience of up to twelve (12) attendees, provided that the
City will furnish a suitable training location.
2. The City may supplement Axon’s training with courses from SAP’s Training & Education division in order for
the City’s core team members to gain further depth of learning, where desired.
3. Axon will not be required to conduct formal training for the City’s technical team. The City’s technical team, at
the City’s option, may attend training courses with SAP’s Training & Education division.
07t029jb 0072951 Page 14 of 51
3 Implementation Approach
A. Consistent with Section 2.1 of the Ageement, Axon will use the ASAP’s five-phase methodology for performing
upgades and implementations, as follows:
®Project Preparation
®Business Blueprint
®Realization
®Final Preparation
®Go Live and Support
B. Axon will utilize its proprietary APSE toolset, as well as SAP’s Solution Manager, to manage the Project. SAP
Solution Manager will be installed by the City on the City’s hardware with support from Axon during the Project
Preparation stage.
3.1 Stages of the Project
The following provisions summarize the key activities and deliverables of the Project. During the Project, the
deliverables listed below will form the basis of the status reporting of the Project’s pro~ess.
071029jb 0072951 Page 15 of 51
3.1.1.1 Project Preparation
The following activities will be performed, leading to the listed deliverables as part of the Project
Preparation phase (for purposes of this Exhibit "A", "R" means the Party who is "responsible and accountable for
this deliverable," "A" means the Party who will "assist" the Party who is responsible and accountable for the
deliverable), and a blank may mean that a Party may not have a responsibility or duty to assist.
PHASE MILESTONES
¯Prepare Upgrade Project Plans
¯Upgrade Project Procedures
¯APSE Training
¯Define Project Management Standards and
Procedures
¯Define Project Documentation
¯Create Issue Management Plan
¯Define Project Planning and Monitoring
Standards
¯Define Release Management Strategy
¯Determine Software and Hardware
Requirements
¯Create Rough Plan for Upgrade Schedule
¯Draft End User Training and Documentation
Project Plan
¯General Upgrade Preparation
¯Check Notes
¯Prepare Test cases
¯Create Test plan
¯Plan Modification Adjustment
¯Refine Schedule for Upgrade of all CCS and
relevant SAP Systems
¯Plan Upgrade of Operating System
¯Plan Upgrade of Database Software
¯Plan Upgrade of Front end Software
¯Plan Upgrade of Non-SAP Software
¯Install Additional Hardware
¯Ensure Change Request Consistency in all SAP
Systems
¯Ensure Customizing Consistency in all SAP
Systems
¯Refine and Approve Schedule for Upgrade of
All SAP Systems
¯Define Security & Authorization Strategy
KEY DELIVERABLES
Upgade Project Plan including
project implementation strategy
2. Project Upgade procedures
3. APSE Training
4. Environment and landscape plan
5. Issues management procedure
City
A
A
A
R
A
Axon
R
R
A
R
071029jb 0072951 Page 16 of 51
PHASE MILESTONES City Axon
6.A R
KEY DELIVERABLES
Test plan
7. Technical requirement planning
8. Hardware installation
9. Project Org. Chart
R
12. Communication plan
13. Project meeting plan
14. Project file structure & templates
15.Document standards and naming
conventions
R
A
A
A
R
10. Project Office Layout R A
11. Delta trainin~presentation delivery A R
R A
A R
A R
R A
071029 jb 0072951 Page 17 of 51
PHASE MILESTONES Axon
R
KEY DELIVERABLES
16. Project charter
17.Current system upgade assessment
report
City
A
A R
071029jb 0072951 Page 18 of 51
3.1.1.2 Business Blueprint
The following activities will be performed, leading to the listed deliverables as part of the Business Blueprint phase
for the Upgrade.
PHASE MILESTONES City Axon
1.A R¯Create overall view of the Productive SAP Systems
¯Analysis of the Productive SAP Systems
¯Gather information about the functionality of the
new SAP Release
¯Check Release Notes and use Delta Trainings
¯Analyze and classify the use of new standard
functionality
¯Assign new and changed standard functionality to
the current business processes
¯Assign new and changed functionality to business
processes
¯Replace own enhancements and modifications with
new standard functionality
¯Analyze enhancements and modifications
¯"Change Management, Business Impact Map"
¯Create aBusiness Impact Map
¯Refine Business Process descriptions
¯Review Changes and refine documentation
¯Define Aims of the Upgrade project
¯Refine the aim of the SAP Upgrade and define new
projects
¯Refine planning of the new SAP release
¯Finalize End User Training and Documentation
Up~ade Strategy
¯Update End User Training and Documentation
Needs Assessment
¯Define End User Training and Documentation
Requirements
¯Draft Training Curriculum and Documentation
Topics
¯Define SAP Training Environment Requirements
¯Finalize End User Training and Documentation
Plan
¯Draft Final System Acceptance Criteria
¯Finalize Final System Acceptance Criteria
KEY DELIVERABLES
Document new and changed
functionality mapped to business
processes
Business impact map
3. Business Process Master List
4.Define training and documentation
requirements
5.Final end user training and
documentation plan
6.Document to evaluate future
initiatives
7. Finalized Testing Strategy
8.List of customizations to be replaced
with standard code
9. Role based security strategy
A
A
A
R
A
R
A
R
R
R
R
A
R
A
R
A
071029jb 0072951 Page 19 of 51
10. Document Final System Acceptance R A
Criteria
071029 jb 0072951 Page 20 of 51
3.1.1.3 Realization of DEV and QAS
The following activities will be performed, leading to the listed deliverables as part of the DEV and QAS
Realization phase for the Upgrade.
PHASE MILESTONES
¯Per~brm DEV System Upgrade
¯Perform Upgrade of Front end Sofrware across all SAP Systems
¯Freeze existing SAP projects
¯Perform Installation of Prerequiske Upgrade Software
Perform PREP,a.RE in DEV
*Pre Upgrade DEV System Backup
¯Perform Non-SAP Software Upgrade for DEV
Perform SAP Upgrade of DEV
¯Perform ABAP Adjustment
¯Perform Post Upgrade Maintenance in DEV
¯Post Upgrade DEV System Backup
¯Test DEV System Restore
¯Unfreeze DEV system for new settings and adjustmems
Upgrade all Activity Groups and Authorization Profiles
¯Define Upgrade IMG
¯Create Upgrade LMG
¯Check Configuration Release Notes
Perform Upgrade Configuration
Check and Adapt Customer Development
¯Check and Adapt Interfaces
¯Create Create/Update Functional test scenarios
Create Create~Update Technical test scenarios
Perform Unit Testing in DEV
Export New Change Requests from DEV System
¯Upgrade and Test Quality Assurance System (QAS)
Perform QAS Upgrade
¯Perform Installation of Prerequisite Upgrade Software
¯Perform PREPARE in QAS
¯Pre Upgrade QAS Back’up
¯Perform Non-SAP Software Upgrade for QAS
¯Perform SAP Upgrade of QAS
¯Perform Post-Upgrade Maintenance in QAS
,Import New Change Requests from DEV to QAS
Post-Upgrade QAS System Backup
Upgrade all Activity Groups ~d .Authorization Profiles
¯Test QAS
¯Conduct Functional Upgrade Test
¯Perform Technical Upgrade Tests
¯Re~qew and Approve Upgrade Test
Update End User Training and Documentation Upgrade Content
¯Develop Course Outlines for upgrade-specific changes
Revise End User Documentation
¯Revise End User Training Coment
Validate SAP Training Environment functionality
Develop Training Logistics Plan
City Axon
1.R A
KEY DELIVERABLES
Upgrade DEV ECC, install DEV
Portal system
Upgade QAS ECC, install DEV
Portal system
3. Functional test scenarios
4. Complete functional upgade tests
5. Technical test scenarios
6. Complete technical upgade tests
10.
Update end user documentation to
reflect changes
Develop training course outlines to
educate the user base upon the
changes
Develop end user training material
to highlight changes to the
upgraded system
Update system documentation on
all changes required by the upgade
R A
R
R
R
R
R
R
R
R
A
A
A
A
A
A
A
A
071029jb 0072951 Page 21 of 5t
11.Most current SAP GUI deployment
strategy
12. Develop training logistics plan
R
R
A
A
071029jb 0072951 Page 22 of 5t
3.1.1.4 Realization of Production Client
The following activities will be performed, leading to the listed deliverables as part of the Realization of the
Production Client phase during the Upgrade project.
PHASE MILESTONES
¯Conduct End User Upgrade Training
¯Implement Training Logistics Plan
¯Conduct End User Training
¯Evaluate Training Effectiveness and Implement
Improvements
¯Perform PRD System Upgrade
¯Perform Installation of Prerequisite Upgrade
Software
¯Perform PREPARE in PRD
¯Pre Upgrade PRD System Backup
¯Perform Non-SAP Sin%rare Upgrade for PRD
¯Perform SAP Upgrade of PRD
¯Perform Post Upgrade Maintenance in PRD
¯Import New Change Requests from DEV to
PRD
¯Post Upgrade PRD System Backup
¯Adaptation of SAP profile parameters for
optimal performance
¯Perform Monitoring during Turnover in PRD
¯Unfreeze existing SAP Projects
¯Upgrade all Activity Groups and Authorization
Profiles
KEY DELIVERABLES
1. Deliver End user upgrade training
Upgrade Production ECC, install
DEV Portal system
3. Upgrade Authorization profiles
City Axon
R A
R
R
A
A
" 071029jb 0072951 Page 23 of 51
3.1.1.5 Go-Live!Stabilization
The following activities will be performed, leading to the listed deliverables as part of the Go-Live/Stabilization
phase during the Upgrade.
PHASE MILESTONES
¯Provide Production Support
¯Direct Problem and Issues
¯Manage and Resolve Problems
¯ConfLrm Live Environment
¯Going Live Technical Upgrade Check
KEY DELIVERABLES
1.Evaluation of production system
performance
2. Future solution enhancements
3. Final System Acceptance
City
R
R
R
A
3.2 Final System Acceptance
The Parties will plan and execute a thirty-day final system acceptance (FSA) testing and review. Axon will facilitate
the execution of the fifteen-day FSA to start no later than thirty (30) days following the date of Go-Live of the
System. The City will conduct the FSA by itself.
If the System has met the FSA criteria defined in the Blueprint phase, it will be deemed to have met the City’s
criteria for System performance and will meet the final deliverable, FSA, noted in Section 3.1.1.5, for the purpose of
sign-off requirements.
The City will notify Axon of its acceptance of the System or of any deficiency or non-conformity within ten (10)
days following completion of the FSA. If Axon does not receive this notice within ten (10) days, the City will be
deemed to have accepted the System.
If the City notifies Axon, in writing, within ten (10) days of the completion of the FSA, of any Axon-provided
component that the City, exercising its reasonable discretion, determines to have failed to meet the criteria
developed in the Blueprint process, Axon will assess the component and any related parts necessary and, at the
request of the City, facilitate the replacement of the non-performing component at no cost to the City in order to
meet the stated level of effectiveness.
Upon the successful completion of the FSA, the City will release to Axon the Final Payment then due and payable.
3.2.1 Final System Acceptance Criteria
The list of mutually agreeable FSA criteria will be defined during the Blueprinting phase and set forth in the
Acceptance Criteria documentation, which will be used by the City during the FSA:
071029jb 0072951 Page 24 of 51
#.Example Final Systetn Acceptance Criteria
Business processes identified during the Business Blueprint phase have been successfully configured1and tested.
User security profiles are operational and effective. The Go-Live and Support will provide an
2 opportunity to review SAP roles, consolidate redundant roles and make security improvements to
existing roles where required.
All hardware, operating software and system components purchased have been successfully installed3and tested and function in operational mode.
All support operations have been transitioned from the Project Team to the Customer help desk4infrastructure.
071029jb 0072951 Page 25 of 51
4 Project (Program) Organization
4.1 Core Team Structure
The Project will be structured, as follows:
®Project management
®Functional Team
®Change/Training Team
®Technical Team.
PALO ALTO & AXON STEERING COMIVEFTEE iProject spo,sor i
Functional Team
~o~ ~
Ch~ing
i~!t Quality
4.2 Time Requirements
The Parties acknowledges that the successful SAP implementation for this Upgade SOW will require the Parties’
fLrm commitment to make available their core teams for the duration of the Project. The following tables represent
the Parties’ anticipated staffing requirements, which may vary as progress on the Project is made.
071029jb 0072951 Page 26 of 51
o0~oo00 00o0~,~ ........~~
0 ~0
Oi~~,~~0 00~00 ~000
Time Requirements for Non-team Members
A. The Design, Testing and Training phases of the Project will require periodic time commitments from other
individuals from the City’s personnel, who are not identified as part of the City’s core team. The commitments will
be one-half day to one-day in duration, and may include:
®Design input from SMEs on specific detailed requirements that cannot be articulated by the core team
(Involvement of this nature is most likely to occur during the Blueprint or Testing phases);
®Communications and awareness events;
®End-user training; and
®End-user testing.
B. Axon will provide seven (7) days’ prior notice, in writing, for such events.
4.3 Roles and Responsibilities
A. The provisions below summarize the roles and responsibilities of each Party’s Project team members. The
Parties’ teams will coordinate efforts as a single, jointly-managed team whose goal is to achieve a common set of
objectives of the Project.
B. City Resources
The following table outlines the responsibilities of each of the Parties’ Project team roles (see chart in Section 4.1)
City of Palo Alto Resource Responsibilities
Project Steering Committee
Project Manager
IT Project Manager
Project Office
Own the Vision
¯Provide direction to the project and ensure that best practices are incorporated
¯Committing the required resources to the project
¯Monitoring the progess and the organizational impacts of the project
¯Empowering the core project team to make decisions
¯Resolving escalated issues - Rapid issue resolution e.g. within 3 working days
¯Agree policies for Change Management, Communications and business direction
¯Actively promote the project internally and externally
¯Approve requests for development work to existing systems
¯Ultimate decision making authority
Deliver the Solution
¯Owns project deliverables
¯Manages Project budget & implementation plans
¯Management of & accountability for Project Scope & Deliverabtes
¯Acquisition, assignment & ongoing management of project resources
¯Status Reporting
¯Liaison with the Council Senior Management
¯Issue escalation
¯Communicate & champion the project vision
¯Represent the Project within the Project Board
¯Manage the day to day activities on the project
¯Manage resolution of business change issue
¯Provide direction on Project Communications and the Business Education Progam
¯Be accountable for the commercial relationship with external organizations
¯Ensure business issues are resolved in a timely manner
¯Ensure necessary resources are available
Deliver the Solution
¯Similar to the Project Manager, the IT project manager manages Project Scope & Deliverables with
an emphasis on the technical deliverables
Support the Project
¯Support project management
¯Planning and co-coordinating the logistics of all meetings and workshop
¯Creating and distributing minutes of all meetings
071029 jb 0072951 Page 30 of 51
City of Palo Alto Resource Responsibilities
¯Aiding in the communication of project status
¯Administer project toolsets
¯Co-coordinating and maintaining project documentation
¯Assisting in day to day management of the project plan
¯Day-to-day tracking of issue resolution
¯Manage time sheet and Invoice Registers
¯Update budgets
¯Production of project documentation, presentation materials and project communications
Prepare the Business
¯Lead the business change Program
¯Manage the change team and change deliverables
¯Define high level change strategies and plans
¯Create a Training Needs Analysis (TNA) to drive the training portion of the program
¯Identify and educate key stakeholders
¯Facilitate resolution of identified change issues
¯Plan and manage business readiness
¯Plan and manage end-user training courses
¯Prepare business for cutover
Own the Process Design
¯Champion To-Be process vision
¯Lead integrated design
¯Manage process scope
¯Obtain buy-in from both the business process owners and users
¯Manages execution of unit, integration and user acceptance testing
¯Resolve all issues assigned to the business function including change management issues
¯Ensure communication with, and resourcing from, the business community and group
¯Sign-offthe design, approve and release the software for implementation
Deliver the Technology & Support Organization
¯Design system architecture
¯Design support organization
¯Deliver support organization
¯Confirm security compliance
¯Define technical acceptance criteria
¯Specify key system components
¯Establish and support the system environments
¯Support team technically
¯Co-ordinate implementation oflocat infrastructure
Support tlt e Solution Desigt~/Implementation
¯Define the process design
¯Validate process design
¯Identify local gaps & issues
¯Support resolution of identified gaps & issues
¯Support data migration activities
¯Data cleanse
¯Support interface development and testing
¯Test preparation including:
o Identifying processes, transactions and data to be tested
o Create test scripts to exhaustively test all processes and variants
o Managing expected results versus actual results
o Analyzing reasons for differences
o System Testing
o Support training development & delivery
o Develop business procedure documentation
o Identification of change management implications
o Provide 1st line expert user post go-live support
Prepare the Users
The role of the Change Enabler/Training Analysts may be played by a sub-set of the SMEs or additional
Trainin~Change Lead
Workstream Owners
Technical Lead
Subject Matter Experts
(SMEs)
Change Enablers / Training
Analysts
071029 jb 0072951 Page 31 of 51
City of Pal® Alto Resource
Legacy Analyst
Security & Authorization
Lead
Basis Manager
Responsibilities
resources may be drafted into the project team
¯Identify and deliver business change actions
¯Deliver Organizational impact assessment
¯Deliver job impact assessment
¯Redefine roles to reflect new processes
¯Manage change issues
¯Support the business in job to role mapping
,,Create role based materials
¯Support communications delivery
¯Manage the printing and distribution of training material
¯Prepare training rooms
¯Update APSE with attendance and evaluation documentation
Integrate the Solution
The role of the Legacy Analyst may be played by a sub-set of the IT staff involved with the project or
additional resources may be drafted into the project team
¯Analyze legacy systems architecture
¯Identification of Interface Strategies
¯Development of Data Migration Strategies
¯Development of te=acy data extraction utilities
®Development of legacy-side interface components
®Development of interface mappings
®Interface Unit Testing
(~Develop reconciliation approaches
Secure the Solution
The role of the S&A Lead is primarily focused on ensuring that the delivered solution can be accessed
securely and all activities are logged and auditable, tt is also highly desirable to ensure that the
Segregation of Duties framework is in place.
®Work with SMEs to ensure Process Flow Diagrams are up-to-date in order to build authorization
roles
®Work with Change Enablers to ensure that users are identified to be mapped into roles.
®Build and test authorization roles
~Authorization roles and user administration
Administer the System
Manage project systems environment including full promote to production path
Establish and support the system environments
Support team technically including:
Manage project toolset
Database management
Conj~guration recommendations
Re-Organization
Space management
Archiving process
System performance monitoring
Secztrity administration
Manage OSS access & OSS Note status
071029 jb 0072951 Page 32 of 51
C. Axon Resources
The following table outlines the responsibilities of each of the identified team roles (see Section 4.1)
Axon Resource
Project Manager
Workstream Lead
Application Consultants
Responsibilities
Deliver the project
Overall management of project activities
Define & Communicate Project Vision
Champion Project Methodology
Engage Project Stakeholders
Manage Issue Escalation Process
Manage Project Risk Register
Manage and achieve project deliverables and milestones
Ensure overall project quality, co-ordinate quality reviews
Manage project budget
Manage project resources and plan
Manage project infrastructure
Schedule and execute project management and workstream lead meetings
Management reporting and steering committee meetin~
Own the To-Be process vision fully mapped to SAP
Ensure Business Area level sign-offof developed process vision
Delivering the integated systems, process and business change solution for the workstream
Represent the Program with business area executive and first-line stakeholders
Ensure that the process and reporting design supports benefits enablement
Champion To-Be process & role vision including developed design
Ensuring business process & SAP design meets business needs and supports enablement of business
area vision
Ensuring business change and benefits enablement are driven through all workstream deliverables
Manage process scope
Champion best practices with the business
Co-ordinate workstream-level solutions delivery and change stream daliverables
Obtain buy-in to the process vision from business key stakeholders, process owners, users
Identify transactional reporting requirements and drive high level report design
Resolve all issues assigned to the business function including change management issues
Manage execution of unit, integration and user acceptance testing
Ensure effective communication with, and resourcing from, the business area community
Sign-offthe design, approve and release the software for implementation
Facilitate Weekly Workstream Status Meetings
Promote the Progam throughout the Organization
Management ofworkstream members personal development
Report status
Application consultants will be engaged to assist with process testing and any design changes
needed.
Application consultants will be engaged at specific times within the project to cover off areas that
can not be handled by the core team (as a result of bandwidth or specific process "knowledge)
Design processes to support confirmed process strateg3’ within SAP standard functionality
Advise functional leads, business change architects & solution management on SAP best practice
Design business processes
Ensure the system design supports business requirements
Configure SAP
Document Design
Document, resolve & escalate issues
Transfer system knowledge to project team members
Support change team including:
Project Team Training
Job impact assessment
Training solution development
071029jb 0072951 Page 33 of 51
Axon Resource
Developers ®
Technical Architect
Responsibilities
Communications & Involvement
Benefits identification & enablement
Support data ruination & management team
Support Interface Development
Develop identified FRICE-W objects
Develop data upload routines
Assist in testing SAP interface components
Support application Consultants
Apply OSS fixes
Support the City in the Install, Database Copy & Upgrade strategy
Support the City in defining the SAP Change Management strategy
Support the City in defining the Client Management strategy
Support the City in defining the Solution Manager usage strategy
Support City BASIS and Guide Security staff in the implementation of database copy/migration,
installation, up~ade and basic initial technical configuration of
o 2nd Development ECC & Portal environment
o 2nd Quality Assurance ECC & Portal environment
~Production ECC & Portal environment
Provide ongoing support for
o Install and configuration of Non-Production and Production Solution Manager
instances (configuration limited to upgrade and support packs do~aload
requirements)
o Single Sign-On implementation from Portal to ECC
o Transport Management System Setup
o Output Management System Setup for the Project Team
o User and role administration for the Project Team
o Background/batch jobs setup
o Administration of ALE~C/IDOC, Java Resource Adapter, Intemet
Communication Framework
o Database administrations for all Project instances and Production instance
o Latest (-2) Support Packages Stacks and Kernel Patches update to all Project
instances and Production instance.
o Troubleshooting and Problem Analysis and Resolution for all Project instances and
Production instance
Onsite support for volume and stress testing prior to Go-Live
071029jb 0072951 Page 34 of 51
5 Assumptions
The Parties acknowledge and agree that they have employed assumptions regarding the level of staffing effort to
perform the Services included in this Project. The following assumptions in the Implementation, Staffing, Technical,
and Training categories are made:
5.1 Implementation Assumptions
®The City will commit to implementing SAP "Best Practices" in order to minimi7e or eliminate the need for
time-consuming and costly customizations. In that regard, the City will commit to implementing a common set
of technology-enabled "best practice" business processes and associated functionality throughout the
organization. The City will use best efforts to inhibit and prevent the continuation of native processes based on
prior practice and custom.
®The framework of the desired SOW/scope of work for the Project will be conf’Lrmed during the Business
Blueprint phase and approved, in advance, by the Steering Committee. The Business Blueprint document at the
time of its adoption will govern the scope of the Project.
®The City’s senior management team is supportive of the Project, and it will establish a committee to oversee the
Project which committee will include Axon’s Engagement Manager ("Axon EM").
®The City recognizes that other City projects that may compete for resources and a Steering Committee
member’s time may be a risk and a challenge to the Project team and the Project’s success. The City will ensure
that reasonable and appropriate actions will be taken to avoid, as practicable, any negative impact to the
Project’s schedule, staffing, and costs related to any other competing projects.
®The City understands the Project’s scope and timelines and agrees to communicate and adhere to them through
its staff and otherwise set the proper expectation level.
®The City acknowledges that prompt decision-making processes and problem resolution practices must be
observed in order to complete the Project within the time frame and budget established for this Project.
® The City will provide Axon’s staff with reasonably necessary access to all City facilities, systems, information
and staff in order that Axon may perform the Services and complete the Project. Where these facilities,
systems, information or staff are managed or held by third parties, the City will endeavor to ensure that
appropriate access rights for Axon are obtained from the third parties.
®The City will coordinate and conduct the System testing and user acceptance testing with Axon’s assistance.
5.2 Staffing Assumptions
®Axon will staff the Project with the agreed-upon number of qualified SAP staff resources consistent with the
needs at any phase or stage of the Project.
®Axon will not establish a price for a training or change manager during the Upgrade of the Project, because the
City’s staff resources will perform these tasks. Axon will provide templates for use by the City’s staff as well as
the City’s change resources and Axon will provide guidance during the Project for change management
activities.
®The City will staff the Project with the agreed-upon number of personnel who have an understanding of the
City’s existing operations. The City wil! dedicate staff to the Project on a full-time basis.
®The Parties’ Project team members will be collocated at the same site for the duration of the Project.
®Any early release of a staff resource shall be subject to the necessary work transition requirements, and such
transition shall be made to an individual possessing comparable job qualifications and work experience.
®Axon’s personnel will work a four-day/forty-hour week, Monday through Thursday, at a minimum schedule, or
other schedule mutually agreed to by the Parties.
®The Parties will endeavor to commit personnel resources to work overtime hours (as and when the Parties deem
it reasonably appropriate under the circumstances) in order to complete the Project deliverables and to comply
with the established Project timelines.
®The City will empower its Project team members to make operational decisions, especially as they relate to
process changes.
®The City will perform the Basis administration, security and authorization components of the Project with the
advice and guidance of Axon’s Technical Lead.
071029 jb 0072951 Page 35 of 51
®The Parties’ Project team members will be expected to take normal vacation and holiday days, as well as be
absent for authorized training, throughout the course of the Project. The Project management team will be
reviewing staffing requirements to determine whether or not excessive absentees are occurring.
®The City will make available to Axon facilities for Axon’s personnel while they are on-site in Palo Alto,
including: office space and supplies; outside network connection; individual access to e-mail and voice mail;
and administrative support as and when required (i.e., large volume copying or word processing).
®The City will ensure that Axon’s staff is afforded reasonable access to all City sites and third party partner
locations.
®The Axon PM will not be assigned to another project during the course of this Project without the prior written
consent of the City PM.
5.3
®
5.4
®
Business Change Assumptions
The City’s senior management is supportive of the Project’s implementation and will establish a Steering
Committee for overseeing the Project. This Steering Committee will provide visibility to the City’s
management as to the status of the implementation, and it will include the following members:
o City’s Project Sponsor [Lalo Perez, as of the Effective Date, or designee]
o Axon’s Project Executive [Stephen Wilkes, as of the Effective Date, or designee]
o Other City executives and key stakeholders, as appropriate (e.g., Directors of Utilities,
Administrative Services, and!or Public Works).
The Steering Committee is the ultimate decision-making body, except as otherwise provided in the Agreement,
and it will approve all escalated Change Control items within governing approval levels.
The City’s senior management will provide appropriate executive level sponsorship such as committing the
City’s resources, and they will participate in Project-related communications events as part of the overall
Project change strategy, such as Project updates and new City-wide initiatives for ESS/MSS.
The City will ensure that an appropriate support organization including staff and a help desk to manage the SAP
upgraded system in the post Go-live environment is established prior to the Solution Go-live stage and that this
support organization will be able to assume responsibility for on-going support of the delivered solution
following the hand-over from the Project team.
Technology Assumptions
The City will procure and host the technical SAP environment (Development, Test, Training, Production) that
the Project resources may require to perform the implementation. The SAP client strateg3,, network
infrastructure, security profiles, transports and any other related SAP Basis administration support will be
provided by the City with support from Axon.
®The City will procure all hardware servers, infrastructure and software required for this Project in the timeframe
established in the Project plan.
®SAP version 2005 will be installed and made available to the Project team at Project commencement, with
advice from Axon.
®The City will be responsible for providing the host LAN and SAP access to all Project resources.
®The number of fully functioning workstations will be provided at the start of the implementation for Axon’s
use; the number will be determined by the Parties prior to execution of the Agreement, as practicable.
® The City will be responsible for ensuring that the network and operational infrastructure are appropriately-
configured, adequately-sized, and functioning properly. These specifications will be designed to meet the
performance, reliability, and service levels required to support the new configurations.
®A VPN tunnel to Axon’s data center in Jersey City, NJ will be created by the City to allow Axon’s SAP systems
to be visible from the Palo Alto project site.
5.5
®
Process Assumptions
The Parties will endeavor to promptly engage in decision-making and problem resolution in order to achieve an
on-time, on-budget Project completion. The Parties will endeavor to make decisions and resolve issues within
two (2) days after the decision to be made or issue to be resolved is identified by the Parties. The City will use
reasonable efforts to make all decisions within two (2) days of being presented with an issue. To the extent that
071029jb 0072951 Page 36
any decision to be made or issue resolved by the City in the two-day timeframe cannot be made, the City will
endeavor to make a decision or resolve an issue with a five-business day maximum timeffame. If the timeframe
is not met, then the Project schedule may be impacted. The Parties acknowledge that these are not change
order-type decisions which will require the approval of the Steering Committee and, potentially, board and!or
Council approval.
Where decisions cannot be made by the defined Project structures, decisions will be submitted for resolution to
the Steering Committee.
Where decisions cannot be unanimously agreed upon by the Steering Committee, the Axon representative to the
Steering Committee may provide input, provided, however, the ultimate decision will be made by the City’s
member(s) of the Steering Committee.
The City will review the Project deliverables and the sign-off or approval of the deliverables will be issued in
accordance with the agreed-upon FSA criteria defined during the Blueprinting phase (see Exhibit A-l).
The City will endeavor to avoid "scope creep" which the Parties agree could extend the Project’s
implementation time schedule. The City will endeavor to minimize or decline any number of requests for
additional functionality that the City determines in good faith are outside of the agreed-upon scope of the
Project, unless the Parties agree that additional levels of additional staff resources will be made available to the
Project to address the requests.
The City will notify Axon of any change that may lead to a change in requirements, scope or approach.
Axon will use its ASAP-certified Synapse methodology, thereby leveraging its best practice tools and
templates.
The Project will utilize the APSE project documentation repository for the management of the Project
deliverables and the status thereof and transfer all relevant information to Solution Manager.
When the Parties determine that it is reasonably appropriate to do so, Axon’s staffmay work from its offices or
other suitable off-site location.
5.7
®
Interfaces and Conversion Assumptions
Axon will provide resources as noted in Section 4.2 (FRICE Developer) to perform data conversion and
interfacing activities.
The City will provide trained staffto perform FRJCE-W activities.
All changes to legacy systems to enable effective data conversion or support identified interfaces will be
performed by and managed by the City’s staff or third parties retained by the City.
The City will be responsible for all data extracts from its legacy systems, data cleansing, enrichment and the
population and provision of upload files.
The City will provide qualified staff resources to perform the identified data cleansing activities necessary for
the successful data conversion in accordance with the Project time schedule.
The City will perform any and all manual conversions and/or additional data acquisitions.
Interfaces that the Parties anticipate are identified in Exhibit "B-2": Interfaces.
The City will provide or will caused to be provided staffing resources who will modify its legacy systems for
interfaces to SAP; Axon will not modify the City’s legacy systems in conjunction with this Project. The City
will be responsible for all interface work to its existing legacy systems, and Axon will be responsible for all
interface work to SAP. For external agency systems, the City will coordinate efforts with third parties as
such efforts relate to systems.
Axon will be responsible for the SAP data import or export a portion of all interfaces. The City will be
responsible for its legacy systems data import or export portion of all interfaces.
Training Assumptions
The use of RWD Productivity Pak (RWD) will be utilized for training development. The City warrants that it
has licensed RWD from SAP and will have the necessary RWD-trained staff resources to utilize this product.
Axon will provide a "Train-the-Trainer" approach and methodology to complete the End-User Training. The
City’s personnel will develop and conduct the training courses for its End-Users with the support of Axon.
071029 jb 0072951 Page 37 of 5!
®The City warrants that it possesses the facilities and will provide the necessary logistics support for all training
sessions, including: class schedules, meeting rooms, training rooms, material reproduction, overhead projectors,
training workstations, and any other reasonably necessary training supplies.
®The City will ensure that its End-Users who are contemplated in this Section 5.7 attend the training sessions.
®SAP-related Project team training at SAP’s training facilities will be excluded from consideration by the Parties.
If SAP training is required, this will be determined by the Parties during the Project Preparation phase and
before contract execution.
5.8
®
Programming Assumptions
Axon has reviewed the City’s preferred requirements for the Project and accordingly has priced the
development effort required for all FRICE-W elements. Axon will further review and refine the pricing
estimates during the discovery process before contract execution.
During the Business Blueprint phase, the City will further determine which of the City’s business processes and
functions can be met with either configuration of those standard SAP functions and which of the functions will
be customized to meet the City’s unique needs. Axon will staff the Project with all reasonably necessary
personnel development resources and will define an appropriate number of personnel development resources
and hours to be assigned by the City to assist Axon in meeting all of the FRICE-W elements.
These allocated hours will be used for the development of FRICE-W (including Portal development), and
Workflows. Axon will determine the FRICE-W elements which will be customized to meet the City’s business
requirements; provided, however, either the City will determine initially the desirability of customization or it
will accept the standard available capabilities of the SAP Software.
The City will also provide trained staff resources to add to the FRICE-W elements’ pool of available
programming hours. The City’s programming (e.g., ABAP/4) staffing resources will be included in this
Upgrade SOW.
5.9
®
®
®
®
ESS/MSS Assumptions
The Organizational Management redesign project will take into account the chief position relationship, which is
an SAP ’best practice’ in that it will require that every manager must have a chief position relationship in the
organizational structure for structural (organizational)-based authorizations, allowing those managers access to
read and change the appropriate infotypes in the SAP-HR system for their employees.
No custom infotypes other than 9001 and 9 !70 exist in HR.
The portal will be in Internal facing portal.
One open enrollment period per calendar year for benefits (health, dental, life, etc.) will be allowed.
Infrastructure items that will not be accounted for in this Upgrade SOW include:
NWDI - NetWeaver Developer Infrastructure: Because the City will accept the SAP-delivered content for the
implementation, NWDI will not be needed
BI/BW - Business Intelligence/Business Warehouse
E-Recruiting
TEM (Training / Event Management)
Travel Management
Compensation Management
071029 jb 0072951 Page 38 of 51
6 Project Management Processes
The Project’s management processes represent the detailed project management and control processes that will be
adopted by the Parties during the Up~ade and implementation.
6.1 Project Management Tool
Axon will provide the APSE. This is a web-based tool which will be made accessible to the Parties’ Project team
members. Key project management processes that APSE will enable include:
(9 Deliverable status management;
®Deliverable review & sign-off;
®Issue & Risk Management;
®Training Scheduling;
®Communications Management;
®Business Case Management;
®FtLICE Management; and
®Testing Management.
Axon will provide the APSE free-of-charge to the City during the Project. Axon will also provide APSE user
training for the City’s Project team members. All relevant information in APSE will be copied by Axon to the
Solution Manager.
6.2 Project Controls
The Project will adopt the following status reporting processes to control the Project’s progress and identify and
prioritize any issues that may arise.
6.2.1 Project Plan and Status Tracking
The PMs will have responsibility for developing a detailed Project plan for the implementation. Pro~ess made
under this plan will be tracked by Axon based on objective criteria to assess whether the Project is on-track and
whether it is reasonably necessary for Axon to identify and initiate any corrective actions. Examples of objective
status tracking criteria include:
®Design phase - % of design issues c!osed, number of specifications written;
®Build phase - % configuration matrix targets met;
®Test phase - % test scripts successfully executed;
®Go-Live - number of users completing training classes; and
®Support- number of Go-live issues closed.
6.2.2 Weekly Status Report
The Parties’ functional, technical and change teams will be required to jointly produce a weekly summary status
report, which will include information regarding the following:
®Progress on each planned deliverable and task in current period;
®Any issues arising and containment plans;
®Any change in impact/probability of risks;
®Any change requests arising;
®Dependencies on other work-streams / projects and current status; and
®Plans & deliverables for coming period.
6.2.3 Other Project Controls
®Budget Control - Axon will support the City in reporting on the travel expense details outlined in this Upgade
SOW.
071029 jb 0072951 Page 39 of 51
Risk Management - The Parties will jointly maintain a risk register to keep track of risks, their potential
impact and probability, and the status of any mitigating actions. The PMs and the Steering Committee will
periodically review the list, identifying any new risks, or existing risks with changed impact/probability and
review mitigation plans, as necessary.
External Dependencies - for all of the other City projects and programs, the City PM will identify and actively
manage key milestone dependencies in coordination with the teams of the corresponding projects.
Change Control - all material changes to the agreed-upon scope, timelines or resource requirements will be
subject to the Change Control Process outlined in Exhibit "H".
Project Planning - The Parties will jointly maintain an implementation plans containing all Project milestones
and planned activities together with the agreed-upon dependencies between these activities. A project plan will
be maintained in Microsoft Project software.
Contract Management - The PMs will meet monthly to review the Upgrade progress made in accordance with
the terms and conditions of the Agreement and this Upgrade SOW.
All of the above controls will form the basis of the input to the weekly Project management meeting. Once a month,
these reports will be included in a report to the Steering Committee ("Project Status Report".)
6.3 Issue Management Process
Process Overview
The PMs will institute the following issue management process to identify issues as they may arise, and keep track
of their progress through resolution in a timely manner.
Issue or
Change
Identified
Enter ~ PrimaryDetails on Owner Team
Issues Log Reviews log
Key
---]Issue Instigator (ALL)
---]Primary Owner (Team)
[--’-I Issue Owner (Team Member)
[]Program Mgt / Steering Group
Issues Review
Meeting
No
Assign Owner Assign Owner
ResolutionProcess
t Obtain
e~dershi~ ~ ReqUest/
~
Governance Bodies
Close Issue &record Close
Date
Assign
Owner
Issue
Resolution
071029 jb 0072951 Page 40 of 51
Escalation Procedure
The following escalation procedures will apply whenever an issue cannot be resolved the Workstream Lead or the
PMs in a timely manner, and whenever risks could impact the Project’s times schedule or costs. All issues that are
escalated must be accompanied by options, implications and a recommendation.
Type of issue
Policy
Design
Scope
Technical
Escalation Path
1.Workstream Lead
2.Project Managers
3.Steering Committee
1.Workstream Lead
2.Project Managers
3.Steering Committee
1.Workstream Lead
2.Project Managers Office
3.Steering Committee
I.Technical Workstream Lead
2.Program Management Office
3.Steering Committee
The numeric sequence associated with each escalation path will indicate the order in which an issue will be
considered by the respective governance body for resolution.
Change Control
The Change Control Process will be used whenever the escalation of any issue below will lead to a change in:
®Project Scope (business processes or SAP Module and Components required);
®Project Duration (Schedule) and associated Milestones;
®Project Resourcing levels; or
®Project Deliverables.
See Exhibit "H" for a description of this process.
6.4 Quality Assurance Process
Axon will be primarily responsible for ensuring that the Quality Assurance process and the quality plans are in place
for the Project management and solution deve!opment in accordance with industry standards. Axon will be
responsible for ensuring that all deliverables attain the required level of quality to ensure the successful completion
of the Project and the acceptability of the deliverable.
The Project’s Quality Assurance criteria stated below provides the framework for ensuring that the quality
objectives are established and met.
6.4.1 Purpose and Objectives
The Parties agree that the goal of the Project’s Quality Assurance is to secure the required quality and client
satisfaction.
The over-riding purpose is to ensure that:
1. Quality standards will be established, in advance, and will be clearly defined and capable of being
understood by the Parties’ personnel, who will be directly responsible for the completion of the Project;
2.All delivery processes and mechanisms will be clearly identified and understood, and they will include
defined outputs and quality checks;
071029 jb 0072951 Page 41 of 51
3.A high quality, flexible solution will be developed.
6.4.2 Quality Management Approach
The Parties agree that the Project’s objectives will include Quality Assurance as an integrated element of the Project
process and will not be a series of optional ’bolt-on’ components. The key elements of this approach are, as follows:
® Integration: Ensures a critical path has been defined for the overall Project’s scope of work; defines the 3-5
major themes around which the Project can be aligned; ensures a balance between research, analysis, planning
and doing; focuses on educating all Parties’ Project team members in the key goals and objectives of the Project.
® Mobilization: Entails a clearly articulated strategy of events to involve all Parties’ Project team members; focus
on the cycle of change as the driver for improvement; Project team members understanding of their role as
change agents
® Communication: The Parties’ Project team members will be identified before the Project commences; a
strategy will be created for consistent communication messages; full use made of communications mediums
(reports, newsletters, meetings, etc.); metrics will be developed to measure communications effectiveness
® Project Sponsorship: The City will develop clear expectations with senior management; the sponsorship role
will be def’med; a f’Lrm commitment will be clearly demonstrated through actions; personal role-modeling of
required behaviors and actions will be developed.
® Team Enablement: Entails the definition of skills and competencies of the Parties’ Project team members; a
clear mandate will be given by the Parties to its teams; a common expectation of what success is for each Project
team will be developed; the appropriate leadership of the Parties will be in place; a common view of the team
model will be used
®Roles and Responsibilities: The Parties will jointly develop the roles that can be understood by sponsors, teams
and support mechanisms; Axon will develop established procedures for resolving issues; the Project team
members’ roles and responsibilities will be identified in the Project’s charters and mandates to be completed
during the project
® Project Planning: A holistic view of the Project aims based on agreed-upon objectives will be adopted; the
proven charter, the milestones and a review of the mechanism in place can occur during the approval processes
agreed-to in advance for Project recommendations; ownership of the integration process will be undertaken by
the Parties.
The above will serve to highlight the importance of ensuring the inputs to commence the Project will be
professionally managed. Stated below are the key components of the ongoing Quality Assurance approach that the
Parties will employ.
071029jb 0072951 Page 42 of SI
Quality Component Description / Terms of Reference
Individual Team Member
Accountability
Axon and/or City Audit
Each team member is accountable for the quality of the deliverables on which they
work and must ensure that all activities conform to the agreed Program Quality
Standards
Axon and!or City audits are focused around a health-check of the program itself
(rather than technical quality assessment), and engage key executive stakeholders for
their perspectives on program performance and program status. For the City
program, we would propose conducting these at the end of Desig-n and Go-Live for
each Phase
Formal contract review A series of formal monthly contract reviews.meetings
A set of meetings and processes to ensure that the Program is delivered on time, toProject Governance budget and to the agreed scope and quality.
Defined processes enabled though the use of a formal project management toolset,Risk management and issue either the APSE or a similar tool, which provides the correct balance of projectmanagement processes control and efficiency to ensure quality delivery.
Project Documentation Either APSE or similar tool, shall act as a repository of all project documentation
Database (both Desig-n and Project Management).
Scope control process Clear processes enabled, with a supporting toolset, to ensure quality.
6.4.3 Partners In Quality
The most visible component of Axon’s approach to Quality Assurance is the Parmers in Quality (PIQ) reviews that
will take place at the agreed-upon times within the Project scope of work.
A PIQ plan covering the duration of the Project will be produced as part of the Project Preparation phase
071029jb 0072951 Page 43 of 51
7 City-Provided Assistance
The City will provide the assistance below to Axon to enable Axon to provide the Services and meet its obligations
under this Ageement. In the event that the City fails to provide the required assistance, the impact, if any, will be
assessed by the Parties and an appropriate change request will be issued to reflect the likely impact on the cost,
scope or timelines of the Project.
The City will generally provide or secure:
®The Project infrastructure;
®Secure remote access to the City’s facilities which Axon’s Project team members will occupy;
®The required sot~ware licenses issued by SAP;
®Other information and assistance as may be reasonably requested by Axon; and
®The office space and furnishings.
All items are outlined in detail below.
7.1 City-Provided Project Infrastructure
The following table is indicative of the hardware specifications that will be required to support the Parties’ Project
team members. If an item is "required," then it will be required of all Project team members; if an item is marked
"developer", it will be required only for developers and technical architects working on the Project:
Component Required/
Developer
Pentium 4 CPU 2 GHz Required
1 GB RAM Required
50 GB DISK Required
2 GB RAM Developer
071029 jb 0072951 Page 44 of 51
The following table provides a breakdown of the required capabilities of each of the Project’s team member’s PC:
Component Required /
Capable of running all software components listed below
Capable of connecting to the City local area network
Capable of connecting to the City email & calendar facilities
Connected to any project repository or file share (e.g. network drives)
Connected to SAP development environment
Connected to a project printer
Capable of connection to Internet, or the following named sites:
® http:!Avww.sap.com
® http:/!service.sap.com
® http://sdn.sap.com
® https://www.axonradio.com
® https://www.axonglobal.com
® http://us.outlook.axonglobal.com
® Other sites as requested as necessary to carry out Axon
requirements under this agreement
Capable of displaying a minimum resolution of 1024x768
Local administrator rights / local registry rights
Developer
Required
Required
Required
Required
Required
Required
Required
Required
Developer
The City shall make available to Axon personnel desktop PCs or laptops, as is reasonably necessary and appropriate
for them to deliver the Project, and to otherwise fulfill obligations under this Ageement. Axon shall use City-
supplied PCs or its own laptops that will be connected to the City network resources in the manner hereinafter
defined.
7.2 Connectivity of Axon’s Laptops to the City’s Network Resources
Axon’s consultants will use their own laptops or personal computers provided by the City, provided that
accessibility to the required support web sites, SAP, and the City Network~roject documentation is available. Full
details of connectivity requirements are outlined in Section 7.3 below.
Axon notebook computers will be provided access to the City’s network, including SAP access, file shares, APSE,
and e-mail, under the following conditions. The access provided to Axon’s notebook computers will be equivalent
to the access provided by the City’s desktop computers.
®Axon will maintain virus protection acceptable to the City with current virus software and signature files.
®The ITS staff will inspect Axon’s notebook computers to verify the existence of virus protection and Microsoft
security patches are at current levels.
®Axon will be responsible for securing and maintaining virus software and signature files.
®Axon will ensure all data and files created by Axon’s personnel are stored on the City’s networked servers and
not on the hard drives of Axon’s notebook computers.
071029jb 0072951 Page 45 of 51
Axon will be responsible for any loss of data due to hardware failure of an Axon notebook computer.
Axon will be responsible for licensing all standard Microsoft Office software installed on Axon’s notebook
computers (i.e. Microsoft Office, Project, Visio, etc.).
Axon will be responsible for the installation and configuration of all software required on Axon’s notebook
computers.
In the event of a virus outbreak, Axon will disconnect its notebook computers fi-om the City’s network, if the
City has requested such action be taken.
In the event of a virus outbreak, Axon will be responsible for cleansing all of its notebook computers, regardless
of the source of the virus.
Axon will comply with the following general terms and conditions regarding its use of the City’s personal
computers:
Axon’s personnel will comply with the City’s employee policies regarding the acceptable use of the Internet
and e-mail whenever they are using the City or Axon’s computers at all times. Axon’s personnel are at the City
facility, or connected to the City network remotely. This also includes all content stored on Axon notebook
computers brought into the City facility.
Axon’s personnel will not copy or distribute licensed software by the City.
Axon’s personnel will not distribute or load, respectively, any Axon-licensed software to the City’s personnel or
computers without the City’s proper verification that any such software has been licensed by the City.
If the connectivity and general personal computer requirements cannot be met to allow Axon’s laptops to be
attached to the City’s network, then the City will make available to Axon’s personnel desktop personal computers or
laptops, as is reasonably necessary and appropriate for them to deliver the Project, and to otherwise fulfill its
obligations under this Ageement.
7.3 Software
The following table provides an itemization of the SAP software packages that the Parties’ Project team members
will need to deliver the implementation services ageed to by the Parties. The requirements of the developers and
architects will be marked "Developer":
Vendor Package Version Required / Optional
Microsoft Windows (~2000 or later Required
Microsoft Office (~)2000 or later Required
Microsoft Internet Explorer (~5.5 or later Required
SAP mySAP ERP 2005 Required
SAP SAP GUI for Windows 7.0 or later Required
SAP SAP SDK / Portal PDK 7.0 or later Required
SAP NetWeaver Developer Studio 7.0 or later Required
SAP NetWeaver IDE 7.0 or later Required
Microsoft Access (~)2000 or later Required as Necessary
Microsoft Project (~2000 or later Required as Necessary
Microsoft Visio (~2003 or later Required as Necessary
Note:
1) Indicates software licensed by Axon for use on Axon consultant laptops
071029jb 0072951 Page 46 of 5!
Version requirements for additional software are dependent upon SAP version utilized and may change depending
on the specific SAP usage required by the City.
The City will procure all licenses for software specified in the table above, both SAP and non-SAP, directly from the
software providers. Licenses will cover both the Parties’ staff resources who are assigned to the Project and any
other the City staff as appropriate.
7.4 Access to the City Personnel
The City will endeavor to ensure the success of the Project by securing the involvement of the appropriate City
personnel at the appropriate times. The City’s personnel will include those personnel directly involved in the
Project and those in the business areas and functions that will be directly impacted by the Project’s implementation.
The City will provide Axon with reasonable access to the City’s personnel, provided Axon reasonably requests such
access within a timeframe that is not unreasonable.
7.5 Office Space and Furnishings
The City will make available to Axon’s personnel the following office spaces, furnishings, and storage space:
Infrastructure Requirement
Office Space ~)
Office Furnishings
Office Facilities
Office Infrastructure
IDetails
Project Room
An appropriately sized, open-plan area to allow
collocation of all the City and Axon Project Team
members
Meeting & Syndicate Rooms
~- An appropriate number of appropriately sized
dedicated project meeting rooms to enable both
regular project meetings and business related
workshops
~Meeting rooms to be equipped with:
¯Whiteboards & surfaces suitable for LCD
projection
¯Conference call facilities
System Model Office Environment
Model office location appropriate to accommodate
identified system testing teams
Training Facilities
An appropriate number training rooms, located so as
to be accessible to the target user community and fidly
equipped to allow delivery of the developed training
materials
Desks
Chairs
Personal storage areas
Waste Bins
®Water Dispensers
®Tea & Coffee / Hot Drink Facilities
®Restrooms
Each desk to have telephones with external dialing facilities
Each desk to have access to spare AC power sockets
Fax machine
Networked laser printers - 20+ pages per minute
071029 jb 0072951 Page 47 of 51
Infrastructure Requirement
Office Stationery
Details
®
Color and Black & White
LCD Projectors
Photocopiers
Stapling and binding equipment
Secure waste disposal facilities (e.g. shredders)
Access to supplies of standard office stationery
Note:
1) All office space and furnishings will comply with prevailing local health & safety requirements.
7.6 The City’s Facilities
The City will be responsible for provision of extended hours technical and infrastructure support (as necessary) in-
line with the working hours of the Project team taking into account critical activities and any Project team resources
that may be working in other geographies such as Axon’s off-shore facility in Malaysia.
The City will be responsible for the reasonable telecommunications usage charges of Axon’s personnel that are
incurred in making calls from telephones at the City’s facilities in the performance of Services under this
Agreement. The City will provide Axon’s personnel with reasonable computer network access to perform their
duties at the City’s facilities, including, but not limited to, appropriate intranet, intemet, and e-mail access. Axon
will be responsible for all other telephone and telecommunications usage charges incurred by its personnel including
communication with the off-shore facility.
Office space and furnishings will be reasonably commensurate with those facilities provided to the City’s personnel
working in similar roles.
The City will afford Axon’s personnel reasonable non-exclusive access to any premises controlled by the City other
than the Project facilities to the extent necessary for Axon to perform the Services under the Agreement. The access
will be granted during the City’s normal business hours of the relevant City premises. If access is required outside
the City’s normal business hours for the relevant premises, Axon will arrange an appointment in advance with the
City in accordance with the procedures for the premises.
Unless other~vise agreed, Axon will be responsible for the personal property that its personnel may bring onto the
City’s facilities or other third party premises and will remove it as and when requested by the City, in writing. With
the exception of Axon’s notebooks computers, Axon will be responsible for ensuring that such property is:
Clearly labeled as Axon’s property;
Registered with the City’s site security.
071029jb 0072951 Page 48 of 51
8 Pricing and Payment
This Upgrade SOW will be developed in accordance with the fixed price agreement between the Parties as reflected
in Exhibit "C".
8.1 Additional Services Rates
If any additional work outside of the fixed price becomes necessary, a Change Request will be submitted by the
requesting party to the other party. The fees listed below will be used to compute the costs associated with the
change.
Axon has developed the cost model based on a discounted rate card. Daily rates are based upon a standard 8-hour
work day and do not include travel expenses, where required.
Axon Rate Card
Level Project Role Daily Rate Hourly Rate
Program Director Engagement Director $2,000 $250.00
Project Manager Project Manager $1,700 $212.50
Training Architect Training Architect $1,450 $181.25
Training Principal Training or Change Principal $1,250 $156.25
Managing Consultant Workstream Lead $1,500 $187.50
Senior Consultant Senior Consultant $1,300 $162.50
Consultant Consultant $1,200 $150.00
Technical Architect Technical Lead $1,600 $200.00
Reporting Architect Reporting Lead $1,600 $200.00
B W Consultant BW Consultant $1,400 $175.00
Data Migration Architect Data Migration Lead $1,400 $175.00
Offshore Developer ABAP Developer $275 $34.38
Offshore BASIS BASIS Consultant $300 $37.50
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EXHIBIT "A-I"
FINAL SYSTEM ACCEPTANCE CRITERIA - UPGRADE
Acceptance/Rejection of Final System Acceptance - Sign-off Form - <Month, Year>
IItemDeliverableTarget Responsible Date Comments and/or Signature I Sign
No.or Assist Completed Defect Description Customer[ off
Proj Mgr Date
1
2
3
4
5
6
071029jb 0072951 Page 50 of 51
City of Palo Alto
EXHIBIT "B"
SAP IS-U/CCS Implementation:
Statement of Work
October 29, 2007
071029jb 0072952
Table of Contents
introduction ..........................................................................................................................................................4
1.1 Background .................................................................................................................................................4
1.2 Guiding Principles ..........................................................................................................4
Project Scope ........................................................................................................................................................6
2.1 City of Palo Alto Users ...............................................................................................................................6
2.2 Project Structure .........................................................................................................................................6
2.3 Project Functional Scope ............................................................................................................................7
2.4 Program Functional Scope ..........................................................................................................................7
2.4.1 Technical Scope .........................................................................................................................I3
2.5 Training Scope ..........................................................................................................................................15
2.6 Core Team Training ..................................................................................................................................15
2.7 End-user Training .....................................................................................................................................15
Implementation Approach ................................................................................................................................17
3.1 Milestones and Deliverables .....................................................................................................................17
3.2 Acceptance Procedure ..............................................................................................................................17
3.2.1 Project Preparation Deliverables Table ....................................................................................17
3.2.2 Busb~ess Blueprint Delh~erables Table ......................................................................................19
3.2.3 Realization Deliverables Table ..................................................................................................21
3.2.4 Final Preparation Delh~erables Table .......................................................................................23
3.2.5 Go-Live/Stabilization Deliverables Table ..................................................................................24
3.3 Final System Acceptance ..........................................................................................................................25
3.3.1 Final System A cceptance Criteria .............................................................................................25
Project Organization ..........................................................................................................................................26
4.1 Core Team Structure .................................................................................................................................26
4.2 Time Requirements ...................................................................................................................................27
4.2. I City Staffing by monN ................................................................................................................ 28
Note: Axon will require additional time from the Subject Matter Experts ("SMEs ") during blueprinting
and testing. .................................................................................................................................28
4.2.2 Axon Staffing by month ..............................................................................................................29
4.2.3 Time reqzdrements for non-team members ................................................................................30
4.3 Roles and Responsibilities ........................................................................................................................30
4.3.1 City of Palo Alto Resources .......................................................................................................30
4.3.2 Axon Resources ..........................................................................................................................34
Assumptions ........................................................................................................................................................38
5.1 Implementation Assumptions ...................................................................................................................38
5.2 Staffing Assumptions ...............................................................................................................................38
5.3 Business Change Assumptions .................................................................................................................39
5.4 Technology Assumptions .........................................................................................................................39
5.5 Process Assumptions ................................................................................................................................40
5.6 Interfaces and Conversion Assumptions ...................................................................................................40
5.7 Training Assumptions ...............................................................................................................................40
5.8 Programming Assumptions ......................................................................................................................41
5.9 Travel and Expense Assumptions .............................................................................................................41
Project Management Processes .........................................................................................................................42
6.1 Project Management Tool .........................................................................................................................42
6.2 Project Controls ........................................................................................................................................42
6.2.1 Project Plan and Status Tracking ..............................................................................................42
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6.2.2 Weekly Status Report .................................................................................................................42
6.2.3 Other Project Controls ..............................................................................................................42
6.3 Issue Management Process .......................................................................................................................43
6. 3.1 Process Overview ......................................................................................................................43
6.3.2 Escalation Procedure ................................................................................................................43
6.3.3 Change Control .........................................................................................................................44
6.4 Quality Assurance Process .......................................................................................................................44
6. 4.1 Purpose and Objectives .............................................................................................................44
6.4.2 Quali~y Management Approach .................................................................................................45
City-Provided Assistance ...................................................................................................................................46
7.1 City-Provided Project Infrastructure .........................................................................................................46
7.2 Connectivity ofAxon Laptops to City of Palo Alto Network Resources .................................................47
7.3 Software ....................................................................................................................................................48
7.4 Access to City Personnel ..........................................................................................................................48
7.5 Office Space and Furnishings ...................................................................................................................48
7.5 The City’s Facilities ..................................................................................................................................50
Pricing and Payment ..........................................................................................................................................51
8.1 Additional Services Rates .........................................................................................................................51
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1 Introduction
The provisions of this Exhibit "B", Sections I. 1 and 1.2, are provided only for background information purposes,
and the City does not intend for Axon to rely on any statement, fact or opinion provided herein or to deem such
statement, fact or opinion as a representation or warranty by the City, which Axon may rely, justifiably or otherwise,
in executing the performance of Services and the completion of the Project. The City disclaims the accuracy of any
statement or fact contained in the information provided below.
1.1 Background
A. Palo Alto, a city of approximately 60,000 residents and 80,000 daytime employees, is a full-service city that
provides all of the traditional local government services (e.g., police, fire, public works) as well as utility services
(e.g., water, gas, electric, wastewater, storm drain, refuse and dark optical fiber backbone services).
B. The City owns and operates its electric, gas, water, wastewater, storm drain and dark fiber optical backbone
utilities and, in addition, bills for local refuse service and storm drain..
C. The City’s electric system includes power supply resources and transmission and distribution facilities. It also
purchases power and transmission services from others and participates in pooling, JPA and other utility-type
arrangements.
D. The City Council sets the utility rates for the City without the prior review or approval of any state or federal
agency. The City has, under California law (e.g., AB 1890), developed public benefit projects, including demand-
side management, renewable energy, and other utility projects.
E. CPAU has been operating Banner for eight (8) years, and ASD has been operating the SAP software system
since 2003. The City has licensed SAP’s Industry Solution for Utilities Customer Care and Services (the "IS-
U/CCS" or "CCS") module, and it is now prepared to replace Banner with the IS-U/CCS.
1.2 Guiding Principles
A. The Project will be implemented according to the following:
A single SAP instance that delivers the core Customer Service functionality. This soft~vare system will include
the following SAP systems:
3-IS-U/CCS,
9-Enterprise Portal,
>Business Intelligence.
® Integration will be needed and will occur between SAP and other business applications. Axon wil! be
responsible for the SAP-end of any integration activities, as well as the management of the technical testing of
developments. The City will be responsible for any changes required to its legacy and or other third party
software, where such changes will be necessary in order for the SAP CCS solution to function as required.
® Standards will be developed in the Project Preparation phase that will be used throughout the Project, and they
will cover:
>Adopting consistent processes and common data standards;
>Re-using standardized interfaces where available;
>Using standard SAP available reports rather than recreating existing legacy reports;
>Minimizing the number of enhancements; and
>Allowing no changes to SAP core code.
Any deviations from the above will require the Steering Committee’s prior approval and may impact the
resources and/or the time required to complete the Project. There is an anticipated amount of development
required to complete the Project, and the requirements in this area will be confkrmed and estimated during the
Business Blueprint phase. The Business Blueprint phase will be approved by the Parties and will form the basis
of the configuration and development of the solution to be implemented. Once the Business Blueprint phase
has been approved, any and all deviations from the agreed-upon list of development items will require the PMs’
approval.
® Master data and open legacy transaction data (e.g., account balances / meter inventory balances) will be
migrated to SAP by the City. Master data is defined as static data. The Parties understand that SAP is not a
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premised-based account system. Master data includes information such as the meter’s premises location, and
installation information. Legacy transaction data relates to documents and transaction postings whereas master
data are elements that remain static. The converted data will include twenty four (24) months of consumption
history and thirteen (13) months of billing history. Mi~ated data will include premise notes, which impact the
safety of the meter reader (e.g., dangerous dog), and identifiers, which mark accounts with special notes (e.g.,
"never disconnect" notations will be made in instances where a customer is on life support or dialysis).
® The City will take ownership of the Project upon the performance of Services and the completion of the Project,
and it will be supported by systems integation expertise from Axon. The City will adopt SAP knowledge and
experience originating from Axon through:
~Specialized training classes, to be delivered to the City’s core team early in the implementation;
~-Creation of Individual Personal Development Training Plans for the City’s Project resources, to be
reviewed and executed by the City;
~- A configuration review in the Quality Assurance environment with the City’s core team, detailing the
how’s and why’s of the configuration settings; and
~ On-the-job training, through active participation in the implementation.
® The Axon PM will, in conjunction with the City PM, coordinate the execution of this Project and manage
dependencies with other strategic business initiatives to ensure appropriate alignment of timelines and
resources.
This Project will require the City to commit and dedicate its best resources in each of the functional areas
covered in this CCS SOW’s scope of work. The City’s staffing resources will possess sufficient detailed
knowledge of the business functions that they represent. In addition, as part of SAP knowledge transfer, the
Parties’ staffing resources will play an ongoing role in supporting the end-user community after the
implementation.
The City’s core team members and Axon’s consultants will work together as partners sharing vision and goals.
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2 Project Scope
The following provisions are intended as an overview of the proposed scope of work for this
Implementation: Statement of Work (the "CCS" or "CCS SOW").
2.1 City of Palo Alto Users
IS-U/CCS
Headquarters Address
250 Hamilton Avenue
Palo Alto, CA
A. The City will have approximately one hundred fifty-four (154) CCS end-users; the user types and the numbers
are, as follows:
Professional Limited Professional User
2.2 Project Structure
A. The structure of this CCS Project will utilize the ASAP Roadmap methodology, in performing the CCS Project,
which will include the Project implementation in five (5) phases over nine and one-half (9.5) months (excluding the
Go-Live phase), as follows:
¯One-half (0.5) month of Project Preparation - the organization, the Project processes, and technology
components will be prepared to begin the implementation.
¯Three (3) months of Business Blueprint - this phase will focus on the design, gap assessment and tailored fit,
and will deliver the standard Solution module tailored using a basic set of historical data supplied by the City.
¯Four (4) months of Realization - the primary objectives of this phase are to finalize the building and testing of
the tailored design and continue knowledge transfer.
Two (2) months of Final Preparation - this phase will focus on preparing the business and systems for Go-Live
and post-Production Support.
¯Two (2) months of Go-Live and post Production Support - the configured System will commence in a
production environment, initiating the beginning of formal production support.
B. The following functionality will be access and otherwise accomplished during this CCS SOW:
Project Preparation
Business
Blueprint
Realization
Final
Preparation
Go-Live
Support
0.5 Months 3 Months 4 Months 2 Months 2 Months
The Project will be run as one continuous project and 9.5 months after the start, there will be two (2) months of Go-
Live Support.
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2.3 Project Functional Scope
The following items are included in the functional scope of this CCS Project:
2.4 Program Functional Scope
This is an SAP IS/U-CCS implementation. The scope includes the following process areas:
SAP Component Sub Function Core Business Processes Description
Prep Prep ® Data Cleansing ® Provide a 1 day workshop to develop
data cleansing strategy
CCS Customer Service ®Customer Interaction Center
(CIC) utilizing the IC
WebClient~CtLM
®Customer Movements (Move in,
Move out, Transfer)
®Customer Master Data
Maintenance
®Owner Allocation
The Customer Interaction center acts
as the trigger point for all customer
contact related processes which are
initiated through the call center by
the customer service agents. The
functionality utilized will be the
standard processes provided by SAP
which allows (but is not limited to)
the following: Account Balance
Display, Customer and Premise
overview Display, Customer Contact
logging and contacts display.
Triggering notifications and service
orders, Changes to customer account
(such as signup for direct debit,
change in payment terms, budget
billing signup etc.). Triggering
customer movement processes.
Creation of form letters. Account
balance and usage history display
Customer movement processes
includes the processes related to
customer move-in, move-out,
transfer, sign up for new service or
sign up of additional services on the
same premise
Maintenance related to the Business
Partner record and Contract account
records. Examples include change in
payment terms, creditworthiness, and
addition of bank or credit card details
to the business parmer record. Sign
up for direct debit payments. Change
of primary account holder,
assignment to collective accounts.
Bankruptcy processing etc
Functionality related to automated
move-in of the owner of record for a
specific premise when a tenant
moves out
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SAP Component Sub Function Description
®
Utility Customer e-
Core Business Processes
Disconnect and Reconnect
Processes
®New Service Processes
Services (Internet
Customer Self
Service)
®Regional Structure Maintenance
(for real-time address validation
- Not CASS or DPV)
Integration to SAP Plant
Maintenance and Service
Management for Work Order /
Service Order Inte~ation
Standard delivered functions for:
® Payment Processing (TBD
during Blueprinting )
® Balance Inquiries
Processes related to the
disconnection and reconnection of
service initiated either through
dunning for non-payment or through
the front office due to customer
request
All tasks related to the setup of a
new service including creation of
service or work orders needed to
have the work done and status
tracked, setting up of new premise
data and the installation of the
appropriate devices at the premise
and finally the move in of the tenant
or owner once all work is completed
Maintenance of valid street names,
number ranges and City against
which the technical master data and
premises can be validate once
created. Also functions for validation
of addresses if required. Regional
structure will be maintained for the
City of Palo Alto only. This is not
CASS/DPV validation
Integation from Customer
Interaction Center to SAP PM/SM
for the triggering of notifications or
work orders and the tracking of status
on said work orders
Customer can initiate payment
request through self service utilizing
bank details provided.
®Customer can show account balance
and activity on screen
Duplicate Bill Requests ®Link to PDF file of customer bill
which will allow the customer to
download and print the bill on their
local PC
Service Requests ®Initiation of service notifications
such as disconnection request.
Consumption History ® Consumption history display for past
consumption
Account History ® Past Payments and charges
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SAP Component Sub Function Core Business Processes Description
Billing & Invoicing ®®
Device
Management
Periodic, Final and Interim
Billing for all utilities:
>Metered
>Unmetered
">Flat rate
~Associated
Bill reversals
Bill Corrections
All mass billing and invoicing jobs
related to metered and unmetered
consumption
Includes net metering, and other flat
rate billing
®®Individual and Mass reversals
®®Billing reversal and correction using
Easy Bill Correction Framework
®Manual Billing ® Manual bill generation using manual
billing program
® Hydrant meter billing
® Billing History ®
Rates
>Electric
>Water
>Gas
~Sewer
>Storm
>Fiber
>Refuse
>Time of use
Budget Billing
> Equalized Payment Plans
®Price Maintenance
Invoice Print (To file for form
formatting software)
Invoice Reprint (For duplicate
bill requests)
Recording of historical billing data in
installation facts for quick reference
and recall by the customer interaction
center. Based on specific needs as
refined during the blueprint phase
®Rates as required and defined in the
City Utilities Rate Schedules for
billing purposes of all services
®Rules based proration of billing
amounts based on rate requirements
(winter months, summer months etc.)
®Calculation routines which may be
required for winter quarter average
calculations
®Rate set up for billing of related
installations (e.g. Water consumption
used to bill for waste water)
® Standard SAP Equalized payment
plan functionality which allows for
automatic adjustment and renewal
every twelve months.
®Commodity charge price
maintenance
Meter Inventory Maintenance
Meter Testing & Periodic
Replacement Processes
File format will be in XML or RDI
format as required by form
formatting software
Will obtain bill image from stored
PDF
Meter Inventory status tracking
Tracking of meter test results, meter
sampling for testing
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SAP Component Sub Function Core Business Processes
Contract Accounts
Receivable
Meter Reading (Periodic,
Interim, Final)
"~ Through Handhelds
(Itron)
)~ Through AMR (Itron)
Meter Replacement (9
Meter Reading Validation (9
Meter Reading Schedule
Maintenance
(9 Re-Sequencing
(9 Meter Read Order Download and
Upload interface
Service Notifications from
Trouble Codes Collected During
Meter Reads
(9 Integration with SAP Materials
Management for Meter Inventory
and SAP Plant Maintenance for
Technical object creation
(9 Account Master Data
~Individual Accounts
~-Collective Accounts
~Non-Consumption
Accounts
Description
Generation of meter reading orders in
SAP
Periodic and ad hoc replacement
procedures
Meter reading validation during
upload of results
(9 Addition / subtractions of portions
and meter read units.
(9 Maintenance of schedule records for
read, billing and estimation purposes
(9 Route re-sequencing
(9 Download of meter reading
documents for read purposes
(9 Upload of meter reading results
(9 Initiation of service notifications by
relevant trouble codes recorded in
meter read up!oad file
(9 Receipt of new meters and bulk serial
number upload procedures
(9 Contract account master data set up
to handle individual consumption
accounts further separated into
different account categories for
residential, commercial and industrial
accounts
(9 Collective parent accounts for setup
of collective invoicing groups
(9 Non consumption related contract
accounts for the billing of Sales and
Distribution and miscellaneous
charges
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SAP Component Sub Function Core Business Processes Description
Incoming Payment Processing
ACH Request Files to and
from Bank (Direct
Debit Processin~
Incoming Credit Card
Payments
Incoming Cash Payments
Incoming Check
P aym en ts
Incoming Payment Files
from Checkfree
Incoming Payment Files
from In House
Remittance Center
Processing
Real-time Integration to
Core Cashiering
Sohttion for Counter
Payments (Check,
Cash, Credit Card)
>Clarification Processing
~Returns Processing
)"Clearing Controls / Rules
Dunning & Disconnection
~Residential Dunning
)"Commercial / Industrial
Large Account Dunning
City Account Dunning
(No Dunning)
Penalty Charges for Late
Payments
Disconnection for Non-
Payment
Dunning Notice / Letter
Print
Creditworthiness
Non-payment and
dunning actions
Other actions
Manual adjustments
The processing of current payment
media formats and the integration to
specified systems for the processing
of incoming payments
®Generation of payment files for
banks in required format in order to
process ACH payments
®Processes related to the handling and
posting of NSF checks and failed
ACH payments received via
notification fi-om the bank
®Rules based account clearing based
on ordinance requirements for the
application of incoming payments to
outstanding debt (will be defined in
detailed during blueprint). Example
of this is oldest item first, or
outstanding security deposits first
then consumption with equal
distribution amongst consumption
services
®Clarification processing relates to
unmatched payments which could
not be automatically assigned by the
system and requires user intervention
Credit and collection processing
related to the non payment of
consumption billing accounts. This
includes the automatic assessment of
penalty charges and credit points
against delinquent customer accounts
®Credit point assessment for negative
customer actions due to non-
payment, tampering, self cut in’s etc.
® Also allows for manual assignment
of credit points
®Automatic aging over atwelve
month period (system limitation)
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SAP Component Sub Function Core Business Processes Description
®Security Deposit Processing ®Security deposit request processing,
interest calculation on deposit and
security deposit release procedures.
Cash as well as non cash security
deposit functionality (Letters of
credit, bonds etc.)
®Transfer Postings ® Transfer of open items between
different contract accounts.
®Pledges/Assistance Program ®
®Bankruptcy Processing
Refunds Processing
®Payment Arrangements /
Installment plans
®Unclaimed Monies
®Bad Debt / Write offs
Account Balance Display
Integration to SAP General
Ledger & Financials
Special assistance programs for the
needy. Includes the tracking of
incoming payments and the
distribution to an appropriate account
from where it can be disbursed
Logging and tracking of bankruptcy
against specific accounts. Tracking of
filing status and numbers
Credit refunds for overpayments or
where customer account has a credit
balance after final move-out
Processes related to setting up
installment plans for customers who
requested these or specifying deferral
dates where the request relates to a
shift in the due date for the fill
amount
Process required to track unclaimed
credits, as well as initiating process
to hand these unclaimed monies over
to the state
Automated processes based on
dunning level for the write off or
value adjustments of customer
account balances for accounts where
payment have not been received
within the specified timeframe in line
with City accounting practices
Account balance display screen
configured to meet City requirements
for the display of items on a
customer’s account
Integration ofpostings made in FICA
to SAP General Ledger with
appropriate classifications to allow
for the derivation of Controlling and
Fund Accounting information as
required
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SAP Component Sub Function Core Business Processes Description
Other ®
Technology
Axon Central Forms Architecture
for Customer Correspondence
Creation (letters, forms, etc.)
Requested from the Front Office
Technical Architecture Design &
Realization
Progamming (Forms, Reports,
Interfaces, Conversions,
Enhancements, Workflows)
®Axon’s central repository of
previously generated letters, forms,
etc for front office processes
Assistance from Axon in the design,
setup and realization of the technical
architecture required to run SAP
CCS
®Actual progamming of FRICE-W
items
®Implementation ofBI CCS infocubes
for reporting
2.4.1 Technical Scope
The technical scope of this implementation will relate to (a) Infrastructure and Basis Administration and (b) the
Progamming effort scope.
2.4.1.1 Technical Infrastructure and Basis Administration
A. The City wil! be responsible for providing all aspects of necessary technology hardware and infrastructure for
both the Project resources and the SAP production environments. This will include:
Host LAN and SAP access will be provided to all of Axon’s staff resources.
Fully functioning workstations will be provided at the start of the implementation for Axon’s use.
Specific number to be determined together during discovery, prior to contract negotiations.
The City will be responsible for ensuring that the network and operational infrastructure are
appropriately-configured, adequately-sized, and functioning properly. These specifications will be
designed to meet the performance, reliability, and service levels required to support the new
configurations.
VPN tunnel to Axon’s home office will be provided to allow Axon’s SAP systems to be visible from the
City’s Project Site.
Hardware and the installed SAP IS-U/CCS system for the Project lifecycle.
2.4.1.2 Programming Effort
Axon has reviewed and estimated the Interfaces associated with the Interface list defined in Exhibit" B-2" as 800
hours. Axon has also reviewed and estimated the Enhancements identified by the City with the Enhancement list
defined in Exhibit "B-3" as 560 hours. This fixed bid includes the progamming hours for these defined interfaces
(800 hours) and enhancements (560 hours). In total, Axon has allocated 7,244 hours for the progamming effort
during the Realization phase. These hours are available to deliver the FRICE-W requirements identified in this CCS
SOW as well as those new items identified in the Business Blueprint phase. In addition, the City will provide an
additional 4,320 progamming hours for a total of 11,564 FRICE-W hours that will be made available for the
Project.
2.4.1.2.1 Programming Effort Process
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A. During the Business Blueprint phase, the functional design will be completed. From this functional desig~n, Axon
will identify the FRICE-W elements required to deliver the functional design defined during the Blueprint phase.
Each FRICE-W element will receive an estimate of hours to complete and the list will be reviewed and approved by
the City prior to the undertaking of development work. The hours associated with those approved FRICE-W
elements will be tracked against each specific development object to ensure proper disciplines are followed.
B. Axon will determine the FRICE-W elements that need to be programmed to meet the City’s business
requirements, provided, however, the City must first determine the need to customize or accept the standard
available capabilities.
C. There will be requirements identified during the Business Blueprint phase to enhance other areas of the delivered
SAP solution in order to meet City’s business requirements.
D. Axon will lead the FRICE-W development effort with the assistance of the City’s personnel. Programming effort
performed by the City’s personnel will not be drawn from the available pool of FRICE-W hours to be provided by
Axon.
E. In the event additional FRICE-W programming hours will be required beyond the 7,244 hours allocated to Axon,
additional hours will be added to this CCS SOW based upon the type and complexity of the development according
to the FRICE-W Development Hours Allocation Table below, and the rates identified in Section 8. I.
Custom Object Compla~ity
Very Low Low Medium High Very High
Form 20 40 120 160 200
Report 20 40 ! 20 160 200
Interface 40 80 160 240 320
Conversion 40 80 160 240 320
Enhancement 40 80 160 240 320
Workflow 40 80 160 240 320
BW Infoset 60 120 200 320 400
Note: while the resource plan outlines potential FRICE-W roles, the exact makeup of the’~RIC’E-W team will
depend on the finalized Business Blueprint FRICE-W scope.
Data Conversion
Axon warrants that it has significant experience with the data conversion requirements of an SAP CCS
implementation. The most appropriate method of conversion (e.g., manual, Emigall, LSMW, ABAP) of each data
object will be determined during the implementation.
The following is the breakdown of data conversion responsibilities:
Task I Responsibility
Data Cleansing I City of Palo Alto with guidance from Axon
Structure Map of target fields Axon
Field mappings from legacy systems City / Axon
Legacy extract program City
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SAP conversion program Axon
Conversion Routines and Cross Referencing Axon
Reconciliation and Verification City
Functional Specification for verification programs City
Verification programs (SAP)Axon
Data verification City
2.5 Training Scope
The Training Scope includes the Project Team Training and End-user Training activities.
2.6 Core Team Training
Axon will provide the City’s Project team members with training focused on the functionality to be implemented.
Axon will not be responsible for providing any other formal training beyond that specified in the table below. The
courses to be conducted are, as follows:
Course Title
SAP Overview & Navigation
SAP Utility Introduction
BI Overview
Utility Master Data & Basic Functionality
Utility Industry Device Management
Utility Industry Billing & Invoicing
Utility Industry Contract Accounts Receivable and Payables
Utility Industry Customer Service
All courses will include hands-on examples and exercises that will be run on Axon’s SAP CCS training systems.
Axon will require connection to these systems from the City’s training center. It is assumed that each course will be
run once, and that the City will have a suitable training location.
Additional courses are available from SAP covering both the functional CCS components as well as technical
(Basis, ABAP, Portals, etc.) areas. The City’s technical team, at the City’s option, may attend training courses in
order to gain further understanding, configuration and technical support level instruction in the SAP product.
2.7 End-user Training
Axon will provide a full-time Training Lead, starting during the last month of the Business Blueprint phase, for six
and one-half (6.5) months. The Training Lead will be responsible for assisting the City to define and manage the
Project training strategy, which will help drive the transition of the impacted business community from current ways
071029jb 0072952 Page 15 of 54
of working, to the streamlined processes that wil! be enabled on SAP. The Training Lead will make available and
provide training and support in the appropriate use of Axon’s business change tools and templates.
The Project will require the City’s team members to train the end-users of the Solution, utilizing a "train-the-trainer"
approach. Axon will provide the leadership, strategy, templates, structure, and direction to the City’s staff resources
that will be responsible for the development of the End-user Training Solution and the subsequent delivery of End-
user Training courses. Axon has a comprehensive library of SAP and business skills training materials and
templates, and this material will be made available by the Training Lead to the Project to ensure that the Project
fully leverages best practices and proven approaches helping to avoid unnecessary costs.
The City will develop end-user training materials, using the RWD. Training on RWD will need to be secured
directly fi-om RWD’s vendor by the City.
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3 Implementation Approach
3.1 Milestones and Deliverables
The following sections summarize the key milestones and deliverables of the Project according to the ASAP
methodology. During the Project, the deliverables listed will form the basis of the status reporting of the Project’s
progess. (for purposes of this Exhibit "B", "R" means the Party who is "responsible and accountable for this
deliverable," "A" means the Party who will "assist" the Party who is responsible and accountable for the
deliverable), and a blank may mean that a Party may not have a responsibility or duty to assist.
The Axon PM or authorized designees will review and accept all of the deliverables as defined in the following
tables. If the Axon PM determines that additional people will need to review and/or approve a deliverable, it will be
the responsibility of the Axon to solicit the review/approval. The deliverable owner, either the City or Axon,
depending on who is indicated in the deliverables tables throughout Section 3, will be responsible for the submittal
of its deliverables via APSE.
3.2 Acceptance Procedure
The acceptance procedure for all deliverables outlined in this CCS SOW will be, as follows:
¯Axon will work with the City’s personnel to gather input and review draf~ deliverables.
¯When complete, the final version of each deliverable will be reviewed and approved by the City, utilizing the
APSE-based Deliverable Acceptance form.
The Deliverable Acceptance form will be signed by the City PM, indicating the City’s approval or disapproval,
within five (5) business days of receipt.
¯If a deliverable is neither approved nor rejected within five (5) business days, the deliverable will be deemed
approved by the City without any change or comment.
¯If the City does not approve a deliverable, the City will provide Axon with a written explanation of its
disapproval of the deliverable and this will be included on the Deliverable Acceptance form. If required, the
City PM may request a meeting with the Axon PM to discuss the Deliverable in question in detail.
¯The Axon PM will inform the City PM if delays will be incurred due to the failure to sign and return the
Deliverable Acceptance form in a timely manner. Axon will indicate, via the Weekly Status Report, any
potential impact to the Project timeline for delayed acceptance.
3.2.1 Project Preparation Deliverables Table
At the Project Preparation phase, the preparation of the organization, Project processes, and technology components
for the Project’s launch will be considered. Key stakeholders and decision-makers will be identified and confirmed.
The Project structure, processes and approach will be defined and formalized through written deliverables such as
are noted in this section, and, as well, hardware will be identified and prepared.
Deliverable Description l City of Axon
!Palo Alto
Proj ect Master Plan APP-01 R
PP-02 Project Charter A R
PP-03 Project Kick Off A R
PP-04 A RProject Standards Document
Planning & Monitoring
Issue Management
Risk Management
071029jb 0072952 Page 17 of 54
Deliverable City of Axon
Palo Alto
PP-05 R A
PP-06 R A
PP-07 A R
PP-08 R
PP-09 R
PP-10 R A
PP-I 1 R A
PP-12 R A
PP-13 R A
PP-14 R A
PP-15 R
PP-16 R
PP-17 A R
PP-18 R A
Description
Quality Assurance
Documentation Standards
Development Standards
Meeting Terms of Reference
Project Meetings Scheduled
>Project Team
7 Project Management
>Steering Committee
Business Process Workshop Schedule
Quality Plan
Project Communications Strategy
Project Change Management Strategy
Business Forums Scheduled
Project Team Training Attendees Confirmed
Project Team Training Scheduled
Project Team Training Classrooms Set Up
Access to Axon’s Project Team Training
Environment Set Up
Deliver Project Team Training
Attend Project Team Training
Knowledge Transfer Approach
Project Team Working Environment
Established
0As Per City-Provided Assistance in
Section 7
Project Team Technical Environment
Established
As Per City of Palo Alto Provided
Assistance in Section 7
Project Organization Chart
Project Seating Assig-nment Schedule
PP-19 R A
PP-20
PP-21
R A
A R
071029jb 0072952 Page 18 of 54
Deliverable Description City of Axon
Palo Alto
PP-22 R
PP-23 R
PP-24 R
PP-25 R
PP-26 R A
PP-27 R
PP-28 R
Project Directory Structures created on
Project LAN
APSE Project Management Tool and
Additional Templates Deployed
Mobilize City Team
Mobilize Axon Team
SAP Technical Architecture for Development
~Sizing Analysis
~Landscape Diagam
>Cost Estimates
~-Client Strategy
Development Hardware Acquired
Installed Development System
3.2.2 Business Blueprint Deliverables Table
At the Business Blueprint phase, the solution design across all Scope elements will be reviewed, the business
processes will be documented, interfaces/enhancements/data migrations will be confuqned, roles will be identified
and change plans will be finalized. The approved Business Blueprint phase documentation will represent the final
scope for the CCS SOW implementation. Detailed Project plans for Realization will be developed and ageed as
defined in the deliverables below.
Deliverable Description City of Axon
Palo Alto
BB-01 Project Master Plan - Confirmed Realization A R
Phase
BB-02 Updated Budget, Resource Requirements &R R
Risks
BB-03 Identify & Document Business Roles R A
BB-04 Identify & Document Change Impacts R A
BB-05 Training Needs Analysis R A
BB-06 Training Catalogue R A
BB-07 Project Change Management &R
Communications Plan
071029jb 0072952 Page 19 of 54
Deliverable Description City of Axon
Palo Alto
BB-08 R A
BB-09 A R
BB-10 R A
BB-11 A R
BB-12 A R
BB-13 A R
BB-14
BB-15
BB-16
BB-17
R
Knowledge Transfer Development Plans
Design Workshops for Requirements
Confirmation Completed
Business Process Design Documented
> Process Swimlanes Documentation
> Process Detailed Documentation
Design Workshops for Design Validation
Completed
Business Process Design Finalized
Confirmed List of all Development Items
> Forms
>Reports
>-Interfaces
>Conversions
>Enhancements
>Workflows
Confirmed List of all Legacy Systems to be
Replaced
> Final system map diagam
Data and Interface Strategy
Data Source Assessment & Cleansing
Strategy
SAP Technical Architecture for Test /
Production
>Sizing Analysis
>Landscape Diagram
>Cost Estimates
>Client Strategy
Test / Production Hardware Ordered
Authorization and Security Strategy
Support Organization Strategy
Technical Release Strategy
A
R
R
A
R
A
A
BB-18 R
BB-19 R A
BB-20 R A
BB-21 I R A
071029jb 0072952 Page 20 of 54
Deliverable Description City of Axon
Palo Alto
BB-22 Develop Business Blueprint Document A R
BB-23 Final Business Process Master List A R
BB-24 Sign Off Business Blueprint Phase R A
BB-25 Develop Final System Acceptance Criteria R A
Document
3.2.3 Realization Deliverables Table
At the Realization phase, the solution desig-ned in the Business Blueprint phase will be configured and all
enhancement specifications defined and the enhancements built. The delivered solution will be tested both in the
Realization phase with a Unit and Inte~ation Test, and in the Final Preparation phase with a User Acceptance Test.
The developed Training Plans will be executed throug~hout the Realization Phase.
Deliverable
RL-01
RL-02
RL-03
RL-04
RL-05
RL-06
RL-07
RL-08
RL-09
RL-10
RL-11
RL-12
RL-13
RL-14
RL-15
Description
Quality Check Business Blueprint
Project Master Plan - Ongoing Update
Cutover Plan Draft
Execute Change Management &
Communications Strategy
Training Templates
End-User Training Instruction Session
Attend End-User Training Instruction Session
Training Client Refresh Strategy
Training Client Deployed
Develop End User Training Materials &
Environment
Plan Training courses and Schedule Users to
Courses
Training Facilities Delivered
Build & Unit Test Plan
SAP CCS Solution Configured & Unit Tested
FKICE-W Specifications (excl Conversions)
City of Axon
Palo Alto
R
A R
A R
R
A R
R
R A
R A
R A
R A
R A
R A
A R
R
A R
071029jb 0072952 Page 21 of 54
Deliverable
RL-16
RL-17
RL-18
RL-19
RL-20
RL-21
RL-22
RL-23
RL-24
RL-25
RL-26
RL-27
RL-29
RL-31
RL-32
RL-33
R%-34
RL-36
RL-37
RL-38
RL-39
RL-40
Description
FR~CE-W SAP Development
Conversions)
FRICE-W Legacy Development
Conversions)
Testing Approach
Integation Test Plan
Integration Test Cases
Integation Testing
User Acceptance Test Plan
User Acceptance Test Cases
User Acceptance Testing
Design Technical Roles
Activity Groups
User ID’s for Integration Testing
Conversion Specifications
Data Cleansed for Trial Conversion
Legacy Export Tools Developed
SAP Import Tools Developed
Trial Conversions Plan
Data Extracted from Legacy
Trial Conversions Executed
Trial Conversions Validated
Failover and Disaster Recovery Test Plan
Stress Test Plan
Installed Test System
Installed Production System
System Installation &
(excl
(excl
Management
city of
Palo Alto
A
R
A
A
R
R
R
R
R
A
R
A
R
R
A
A
R
A
R
R
R
R
R
R
Axon
R
A
R
R
A
A
A
A
A
R
R
R
A
A
R
R
A*
R
A*
A
A
A
A
A
071029jb 0072952 Page 22 of 54
Deliverable Description City of Avon
Palo Alto
Procedures
RL-41 Disaster Recovery Test R
RL-42 Stress Test R
R~-43 Support Organization Design R A
RL-44 Support SLA’s, Processes and Tools R A
RL-45 Support Transition Plan R A
Note: A* - where shown, the assistance provided by Axon is specifically provided in conjunction with the SAP
knowledge transfer required to support the City to enable it to carry-out its responsibilities.
3.2.4 Final Preparation Deliverables Table
At the Final Preparation phase, the Parties will prepare the Business and System Solution for Go-Live. Axon will
formally train the City’s end-users at this phase. The transition plan fi’om Banner to CCS will be finalized and
executed, and data will be migated and business activity will be migating to the SAP solution. The City’s support
organization will be fully deployed and prepared to manage the Live SAP CCS system. A final Go-Live assessment
and decision will be made to take the system solution live at this stage.
Deliverable
FP-01
FP-02
FP-03
FP-04
FP-05
FP-06
Description Axon
R
R
R
A
A
Quality Check Realization
Project Master Plan - Ongoing Update
Cutover Plan Finalized
Go Live Business Contingency Plan
Go Live Assessment & Decision
Execute Change Management
Communications Strategy
End User Training
End User Evaluation
Cutover Dry Run
Data Cleansing Finalized
Cutover Plan Executed
Data Provided for Migration
City of
Palo Alto
A
A
A
R
R
&R
R
R
A
R
A
R
FP-07
FP-08
FP-09 R
FP-10 A
FP-11 R
FP-12 A
071029jb 0072952 Page 23 of 54
Deliverable Description City of Axon
Palo Alto
FP-13 Data Loaded into SAP A R
FP-14 Production Data Load Validated and Signed R A
Off
FP-15 Desktop Roll Out R
FP- 16 Printer Roll Out R
FP- 17 Additional Authorization Testing R
FP- 18 Production User ID’s R
FP- 19 Support Transition Executed R A
FP-20 Support Processes Test R A
3.2.5 Go-Live/Stabilization Deliverables Table
At the Go-Live phase, the SAP CCS system will be "live" Or fully functional. Support organization process and
organization will become operational. The business will operate on the new system processes commencing after the
"cutover" point.
Deliverable Description City of Axon
Palo Alto
GL-01 R A
GL-02 R A
GL-03
GL-04
GL-05
GL-06
GL-07
GL-08
GL-09
Support Processes Executed
Monitor Business Performance and Plan
Support Focus
Monitor System Performance and Plan
Support Focus
Monitor Nightly Batch Processes and correct
failures
Go-Live Assessment & Decision
Execute Change Management &
Communications Strategy
End-User Training (Post Live)
End-User Evaluation
Final System Acceptance
R
R
R
R
R
R
R
A
A
071029jb 0072952 Page 24 of 54
3.3 Final System Acceptance
The Parties will plan and execute a thirty-day final system acceptance (FSA) testing and review. Axon will facilitate
the execution of the fifteen (15) day FSA to start no later than thirty (30) calendar days following the date of Go-
Live of the system. The City will conduct the FSA by itself.
If the System has met the mutually ageed criteria as defined in the Final System Acceptance document developed in
blueprinting, it will be deemed to have met the City’s criteria for system performance and will meet Deliverable GL-
09 noted in Section 3.2.5 for sign-off requirements.
The City will notify Axon of the System acceptance or of any deficiency or non-conformity within ten (10) days
following completion of the FSA. IfAxon does not receive this notice within ten (10) days, the City will be deemed
to have accepted the System.
If the City notifies Axon, in writing, within ten (10) days of the completion of the FSA, of any Axon-provided
component that the City, exercising its reasonable discretion, determines to have failed to meet the criteria
developed in the Blueprint process, Axon will assess the component and any related parts necessary and at the
request of the City facilitate the replacement of the non-performing component at no cost to the City in order to meet
the stated level of effectiveness.
Upon the successful completion of the FSA, the City will release to Axon the Final Payment then due and payable.
3.3.1 Final System Acceptance Criteria
The list of the mutually agreed FSA criteria defined in the Final System Acceptance document during the
Blueprinting phase will be used by the City during the FSA:
#.Example Final System Acceptance Cr#eria
Business processes identified during the Business Blueprint phase have been successfully configured1and tested.
User security profiles are operational and effective. The Go-Live and Support will provide an
2 opportunity to review SAP roles, consolidate redundant roles and make security improvements to
existing roles where required.
All hardware, operating software and system components purchased have been successfully installed3and tested and function in operational mode.
All support operations have been transitioned from the Project Team to the Customer help desk4infrastructure.
071029jb 0072952 Page 25 of 54
4 Project Organization
4.1 Core Team Structure
The Project will be structured, as follows:
®Project management
®Functional Team
®Change/Training Team
®Technical Team
Project Office
PALO ALTO & AXON STEERING C~EE
Project Sponsor
Functional Teem
Quality
Assurance
TrainingChange L ead
Technical Teem
Axo~ rechm’cal Architect
These areas are further defined below with a description of current process knowledge "mapped back" to the Core
SAP CCS area:
Core SAP CCS Area Client Knowledge Required and Processes Included in
each of the Core Areas
Customer Service
Technical/Infrastructure
Finance
All front office processes including move-ins, move-outs,
customer transfers, customer service requests, customer
data structures, etc.
Hardware environment & setup (Basis), security, network,
existing interfaces, legacy systems for data migation, etc.
iPayment processing, rules around accounting and payment
terms, transfer postings, credit & collections, credit
weighting and scoring, dunning, bank interfaces, etc.
071029 jb 0072952 Page 26 of 54
Core SAP CCS Area
Device Management
Billing
Client Knowledge Required and Processes Included in
each of the Core Areas
All areas related to the meter shop including knowledge of
the meter reading software and what occurs in the meter
shop. Processes include meter reading, estimations, service
notifications, meter change outs, meter testing, meter
inventory, etc.
A solid understanding of rates and invoicing for both
metered and non-metered billings
4.2 Time Requirements
The Parties acknowledge that the successful SAP implementation for this CCS SOW will require the Parties’ firm
commitment to make available their core teams for the duration of the Project. The following tables represent the
Parties’ anticipated staffing requirements, which may vary as progress on the Project is made.
071029 jb 0072952 Page 27 of 54
0 0 0
0 0 0 0
4.2.3 Time requirements for non-team members
A. The Design, Testing and Training phases of the Project will require periodic time commitments from other
individuals from the City’s personnel, who are not identified as part of the City’s core team. These may be one-half
day to one-day commitments, althou~ some activities (e.g., data cleansing and user acceptance testing) could be
substantially more. Activities may include:
Design input from the SMEs on specific detailed requirements that cannot be articulated by the core team
(Involvement of this nature is most likely to occur during the Blueprint or Testing phases)
Data cleansing activities - identification of data to be cleansed, cleansing of data, validation of data conversion
and load activities
End-User Acceptance Testing - development of scenarios to be tested, participation in testing, validation of
results, etc.
Communications and awareness events
End-user training
End-user testing.
B. The City, supported by Axon, will be responsible for identifying the level and type of City staff resources that
will be required to successfully perform the above activities in-line with the appropriate Project milestones and
quality requirements.
4.3 Roles and Responsibilities
The following sections summarize the roles and responsibilities for each of the core team members indicated in the
structure diagram referred to in Section 4.1. For purpose of clarity, this section lists these responsibilities ftrst for
the City’s team members and then for Axon’s team members. The Parties’ teams will operate as a single, jointly-
managed team with a common set of objectives.
4.3.1 City of Palo Alto Resources
The following table outlines the responsibilities for each of the identified roles (see Section 4.1)
4.3.1.1 Core Team
The City’s responsibilities will be executed by
Role
Executive Sponsor
Project Manager
Core Team Members
Phase
Project Prep
Communications
~hase and the major tasks within each phase.
Tasks
Approve finalized Project plan
Approve kick-off meeting presentation and related materials
Co-present at Kick-off meeting
Refine and finalize Project plan
Assist in development of kick-off meeting materials
Participate in kick-off meeting
Attend training
Attend and participate as required in kick-off meeting
Develop Change Management Plan and incorporate to overall
Project Plan
071029jb 0072952 Page 30 of 54
Phase
Blueprint
Role
Technology Project
Mgmt/Basis Lead
Infrastructure
Executive Sponsor
Project Manager
Customer Service Lead
Billing Lead
Device Lead
FICALead
SD/PM/CS Lead
Data Migration
Business Integation
Basis Lead
Infrastructure Lead
Tasks
Procurement and installation of development environment and
solution manager; perform tasks associated with the schedule
Develop Change Management Plan and incorporate to overall
Project Plan
Coordinate infrastructure activities with on-site Project
activities
Assist in Project Plan f’malization
Attend Kick-offmeeting
Chair steering committee, provide any insights to Blueprint
sessions, review Blueprint document and sign-off
Assist in managing daily operations, review status reports
Provide oversight and guidance to Project
Participate in Joint Steering Committee
Lead Blueprint sessions, document findings, and input data
into solution manager/APSE
Lead Blueprint sessions, document findings, and input data
into solution manager/APSE
Lead Blueprint sessions, document findings, and input data
into solution manager/APSE
Lead Blueprint sessions, document findings, and input data
into solution manager/APSE
Lead Blueprint sessions, document findings, and input data
into solution manager/APSE
Work with other Leads to complete data mapping and generate
extraction scripts for legacy system
Facilitate Blueprint sessions, document f’mdings, and input
data into solution manager/APSE
Attend Blueprint sessions and participate as required; perform
tasks associated with the Schedule A - BASIS Division of
Responsibilities
Coordinate all on-site and off-site activities.
Provide oversight and Project guidance
071029jb 0072952 Page 31 of 54
Phase
Realization
and Test
Role Tasks
Technology Project
Mgmt/Basis Lead
eServices Lead
Executive Sponsor
Complete installation of development and solution manager,
support Blueprint sessions as needed
Lead Blueprint sessions, document findings, and input data
into solution manager
Chair steering committee, provide inputs on configuration
issues, review status reports, and sig~n-off on all deliverables
Project Manager Manage daily Project activities, develop status reports, resolve
issues or escalate issues as needed
Customer Service Lead Config, document, test, and assist in end user training delivery
Billing Lead Config, document, test, and assist in end user training delivery
Device Lead Config, document, test, and assist in end user training delivery
FICA Lead Config, document, test, and assist in end user training delivery
SD/PM/CS Lead Config, document, test, and assist in end user training delivery
Data Migration Execute data migration plan, run extractions for mock
conversions, support data cleansing efforts
Business Integration Assure al! business needs are being met and develop testing
plan, coordinate and manage all testing activities, report
progress to Project Manager
Technology Project Manage SAP systems, install QA and Prod, Transports,
Mgmt/Basis Lead Security, and apply notes and patches as needed; perform tasks
associated with the schedule
Infrastructure Lead Monitoring of setup of systems, load levels and working
through system issues
eServices Lead Configure, develop, document, test, and assist in end user
training delivery
Final Prep Executive Sponsor Review and Sign-off cut-over plan, attend Steering Committee
Project Manager Manage daily Project activities, deve!op status reports, resolve
issues or escalate issues as needed, finalize cut-over plan
Technology Project Manage CCS, Transports, Security, client copies, client refresh
Mgmt !Basis Lead and apply notes and patches as needed; perform tasks
associated with the schedule
Customer Service Lead Final Testing, cut-over, mock migration evaluation
071029jb 0072952 Page 32 of 54
Phase
Go-Live
Transition
Production
Support
Role
Billing Lead
Device Lead
FICA Lead
SD/PM/CS Lead
Data Lead
eServices Lead
Executive Sponsor
Project Manager
Technology Project
Mgmt/Basis Lead
Customer Service Lead
Billing Lead
Device Lead
FICA Lead
SD/PM/CS Lead
Data Lead
eServices Lead
Project Manager
Customer Service Lead
Billing Lead
Device Lead
FICALead
Tasks
Final Testing,
Final Testing,
Final Testing,
Final Testing,
Final Testing,
Final Testing,
cut-over, mock migration evaluation
cut-over, mock migration evaluation
cut-over, mock migration evaluation
cut-over, mock migration evaluation
cut-over, mock migration evaluation
cut-over, mock migration evaluation
Give f’mal approval to begin cut-over
Execute and Manager cut-over activities
Manage CCS, Transports, Security, client copies, client refresh
and apply notes and patches as needed; perform tasks
associated with the schedule
Support Go-Live
Support Go-Live
Support Go-Live
Support Go-Live
Support Go-Live
Support Go-Live
Support Go-Live
Assess trends in issues and coordinate follow-up training and
ongoing change management activities, triage issues, work
with Client Executive to execute transition plan to production
support services
Assist end-users with system tasks, triage issues, and
participate in break-fix activities as needed or possible
Assist end-users with system tasks, triage issues, and
participate in break-fix activities as needed or possible
Assist end-users with system tasks, triage issues, and
participate in break-fix activities as needed or possible
Assist end-users with system tasks, triage issues, and
participate in break-fix activities as needed or possible
071029jb 0072952 Page 33 of 54
Pit ase Role Tasks
eServices Lead Break-fix and after Go-Live Support
SDiPM/CS Lead Assist end-users with system tasks, triage issues, and
participate in break-fix activities as needed or possible
4.3.1.2 Subject Matter Experts (SMEs)
The SMEs will represent the business user ~oup that will be involved in various aspects of the implementation. The
SMEs’ res ~onsibilities are broken out by phase, including the major tasks within each phase.
Phase
Project Prep
Blueprint
Realization
Role
SMEs
SMEs
SMEs
SMEs
Final Prep
Tasks
Attend Kick-off meeting
Attend Blueprint sessions
Assist in identifying data cleansing requirements
Assist in planning of data cleansing activities
Participate in testing evolutions
Data conversion and data cleansing activities
Attend Supplier-provided CCS training
Participate in cut-over activities as needed
Attend Supplier-provided CCS refresh training, as needed
4.3.2 Axon Resources
The following table outlines the responsibilities for each of the identified Axon roles (see Section 4.1), by Project
phase.
Phase Role
Project Prep Project Manager
Blueprint Project Manager
Tasks
Finalize Project Plan
Develop Kick-off meeting materials
Deliver Kick-off meeting in conjunction with
Client management
Manage daily activities of Project, resolve
issues, status reports, and report to Joint
Steering Committee
071029 jb 0072952 Page 34 of 54
Plzase Role Tasks
Initiate training planTraining Lead (end of
blueprint stage)
FICALead
Billing Lead
DM Lead
Realization and Test
Customer Service Lead
SD/SM/CS Lead
Technical Team
Pr~ectManager
Training Lead
FICALead
Billing Lead
DM Lead
Customer Service Lead
SD/SM/CS Lead
Lead Blueprint sessions, document findings,
and input data into solution manager
Lead Blueprint sessions, document findings,
and input data into solution manager
Lead Blueprint sessions, document findings,
and input data into solution manager
Lead Blueprint sessions, document findings,
and input data into solution manager
Lead Blueprint sessions, document findings,
and input data into solution manager
Begin data mapping and support Blueprint
sessions as needed for all FRICE-W Items;
prepare technical elements of the blueprint
plan
Manage daily Project activities, develop
status reports, resolve issues or escalate
issues as needed
Assist City of Palo Alto in the management
of the development and delivery of end-user
training, prepare communication deliverables
Config, document, and test the system for
functional areas of responsibility
Config, document, and test the system for
functional areas of responsibility
Config, document, and test the system for
functional areas of responsibility
Config, document, and test the system for
functional areas of responsibility
Config, document, and test the system for
functional areas of responsibility
071029jb 0072952 Page 35 of 54
Phase Role
eServices Lead
Final Prep
Go-Live
Technical Lead
Developer(s)
Print Workbench
Developer
Project Manager
Training Lead
FICALead
Billing Lead
DM Lead
Tasks
Config, document, and test the system for
functional areas of responsibility
Coordinate between on-site functional
resources and off-shore development
resources
Develop all in scope FPdCE-W elements
Develop and test print files
Manage daily Project activities, develop
status reports, resolve issues or escalate
issues as needed, finalize cut-over plan
With City of Palo Alto, manage end-user
training and assist in cut-over plan
finalization
Final Testing, cut-over, mock migration
evaluation
Final Testing, cut-over, mock migration
evaluation
Final Testing, cut-over, mock migration
evaluation
Customer Service Lead Final Testing, cut-over, mock migration
evaluation
SD/SM/CS Lead Final Testing, cut-over, mock migration
evaluation
Development Lead Final Testing, cut-over, mock migration
evaluation
Developer(s)Break-fix on all FRICE-W and programs as
needed
Print Workbench
Developer
Project Manager
Final Testing, cut-over, mock migration
evaluation
Manage daily Project activities, develop
status reports, resolve issues or escalate
issues as needed, execute cut-over plan
071029jb 0072952 Page 36 of 54
Phase Role Tasks
FICA Lead Support Go-Live
Billing Lead Support Go-Live
DM Lead Support Go-Live
Support Go-Live
Support Go-Live
Customer Service Lead
Technical Resources
(Tech Lead & Print
Workbench)
071029jb 0072952 Page 37 of 54
5 Assumptions
The Parties acknowledge and agee that they have employed assumptions regarding the level of staffing effort to
perform the Scope of Services included in this CCS SOW. The following assumptions in the Implementation,
Staffing, Technical, and Training categories are made.
5.1 Implementation Assumptions
Axon will not make any modifications to the SAP source code.
The City will commit to implementing a common set of technology-enabled ’best practice’ business processes
and associated functionality throughout the organization. The City will use best efforts to inhibit and prevent
the continuation of native processes based on prior practice and custom.
The framework of the desired SOW/scope of work for the Project will be confLrmed during the Business
Blueprint phase and approved, in advance, by the Steering Committee. This will provide the basis for the
System’s configuration and enhancements.
The City will provide Axon’s staff reasonably necessary access to all City facilities, systems, information and
staff in order that Axon may perform and complete the Services. Where these facilities, systems, information or
staff are managed or held by third parties, the City will endeavor to ensure that appropriate access rights for
Axon are obtained from the third parties.
The City will be responsible for developing all policies and procedures in support of the implemented business
processes, within the scope of the Project, as well as all training relating to the implementation of any related
business procedures. Decision-making and delivery of documented policies and procedures will be provided in
a timely manner and at an appropriate level of detail such that Project milestones are not adversely impacted.
Once the Project schedule is confu’med, the City will communicate the Project scope and timelines with its
objectives internally, thereby ensuring that the proper expectation levels are set.
With Axon’s assistance, the City will coordinate the System testing and user acceptance testing activity.
With Axon’s assistance, the City will be primarily responsible for end-user training and the development of
end-user training materials.
The Parties will have joint decision-making authority on all Project matters related to this SOW. Decisions in
areas related to or impacting Axon will be made in consultation with the appropriate Axon management
personnel.
Staffing Assumptions5.2
®Axon will staff the Project with the ageed-upon number of qualified SAP staff resources consistent with the
needs at any stage of the Project.
®The City will staff the Project with the agreed-upon number of personnel who have an understanding of the
City’s existing operations. The City will dedicate staff to the Project on a full-time basis.
®The Parties’ Project team members will be collocated at the same site for the duration of the Project.
®The Parties will endeavor to commit resources to work overtime hours (as and when the Parties deem it
reasonably appropriate under the circumstances) in order to complete the joint Project deliverables and to
comply with the established Project timelines.
®The City will empower the Project team members to make operational decisions, especially as they relate to
process changes.
® The Parties’ Project team members are expected to take normal vacation and holiday days, as well as be absent
for authorized training, throughout the course of the Project. The Project management team will be reviewing
staffing to determine whether or not excessive absentees are occurring
®The City will make available facilities for Axon’s personnel while they are on-site in Palo Alto, including:
office space and supplies; outside network connection; individual access to e-mail and voice mail; conference
call and meeting facilities; and administrative support as and when required (i.e., large volume copying or word
processing).
®The City will ensure that Axon’s staff obtain reasonable access to all City sites and third party partner locations.
071029jb 0072952 Page 38 of 54
®The City staffing resources will be qualified to perform in their stated roles and in accordance with established
deadlines. If they do not, then Axon reserves the right to request replacements.
®Axon warrants that its staff resources will be qualified to perform in their stated roles and in accordance with
established deadlines. Whereas this is a fixed bid Project, Axon reserves the right to adjust resources based on
its discretion. However, ifa conflict arises between an Axon and a City resource, the City will have the right to
make reasonable requests that an Axon consultant be replaced. The City recognizes that the changing of
resources can place strain on the Axon organization and will not make these decisions without a thorough
review by the City prior to the request and a reasonable reason for making such request. In addition, any such
request will not occur during a period which will cause adverse Project risk.
® The City may request the substitution or removal ofAxon staffresources that are not performing as expected, or
who are jeopardizing Project success. The Parties will agree to a process around this to ensure appropriate
actions are taken in a timely manner without adverse impacts on Project milestones.
5.3
®
Business Change Assumptions
The City’s senior management is supportive of the Project’s implementation and will establish a Steering
Committee for overseeing the Project. This Steering Committee will provide visibility to the City’s
management as to the status of the implementation, and Axon will be represented on the Steering Committee as
well.
The Steering Committee is the ultimate decision-making body, except as otherwise provided in the Agreement,
and it will approve all escalated Change Control items within governing approval levels.
The City’s senior management will provide appropriate executive level sponsorship and will participate in
Project-related communications events as part of the overall Project change strategy
The City’s co-existing or planned initiatives may be a risk and a challenge to the Project team. The City will be
responsible for ensuring that the appropriate actions are taken to avoid any impact to the Project schedule,
staffing, and costs. The Parties will seek to resolve any potential impact as soon as it is recognized.
The City will be responsible for delivering business benefits identified and enabled by the Project. Axon will
support the identification and quantification of business benefits for the duration of the Project.
The City will ensure that middle management communities are appropriately engaged and committed to the
Project.
The City will ensure that an appropriate support organization is established prior to the solution go-live and that
this support organization will be able to assume responsibility for on-going support of the delivered solution
following the hand-over from the Project team.
5.4
®
Technology Assumptions
The City will procure and host the technical SAP environment (Development, Test, Training, Production) that
the joint Project teams need to perform the implementation. The SAP client strategy, network infrastructure,
security profiles, transports and any other related SAP Basis Administration support will be provided by the
City with support from Axon.
The City will be responsible for providing all aspects of necessary technology infrastructure for both the Project
and the SAP production environments. This will include:
~Host LAN and SAP access will be provided to Axon in a timely fashion.
;~The number of fully functioning workstations will be provided at the start of the implementation for
Axon’s Project team members the number will be determined by the Parties prior to execution of the
contract.
The hardware and software infrastructure will be in place and working prior to the start of the Project.
The City will be responsible for ensuring that the network and operational infrastructure are
appropriately configured, adequately sized, and functioning properly. These specifications will be
designed to meet the performance, reliability, and service levels required to support the new
configurations.
The City will be responsible for ensuring that all required Project team software is appropriately licensed
for use by the Parties’ Project team members.
071029jb 0072952 Page 39 of 54
5.5 Process Assumptions
® The Parties will endeavor to promptly engage in prompt decision-making, problem resolution and deliverable
sign-off in order to achieve an on-time, on-budget Project completion. The Parties will endeavor to make
decisions and]or resolve problems within two days after the decision to be made or issue to be resolved is
identified by the Parties. The City will use reasonable effort to make decisions within two days of being
presented with an issue. To the extent that any decision to be made or issue to be resolved by the City in the
two-day timeffame cannot be made, the City will endeavor to make a decision or resolve an issue within a five-
business day maximum timeframe. If the timeframe is not met, then the Project schedule may be impacted. It
is understood that these are not change order type decisions which will require steering committee and
potentially board and]or council approval.
® Where decisions cannot be made by the defined Project structures, decisions will be submitted for resolution to
the Steering Committee.
® The City will endeavor to avoid "scope creep" which the Parties agree could extend the Project’s
implementation time schedule. The City will endeavor to minimize or decline any number of requests for
additional functionality that the city determines in good faith are outside of the agreed-upon scope of the
Project, unless the Parties agree that additional levels of additional staff resource will be made available to the
Project to address the requests.
® The City will notify Axon of any change that may lead to a change in requirements, scope or approach.
® Axon will use its ASAP-certified methodology leveraging its best practice tools, and templates.
® The Project will utilize APSE for the management of the Project deliverables and the status thereof and transfer
respective items to SAP’s Solution Manager to maintain compliance with SAP.
®When the Parties determine that it is reasonably appropriate to do so, Axon may work from its offices or other
suitable off-site location.
Interfaces and Conversion Assumptions5.6
®Axon will provide resources as noted in Section 4.2 (FRICE Developer) to perform data conversion and
interfacing activities.
The City will provide trained staff to perform FRICE-W activities.
All changes to legacy systems to enable effective data conversion or support identified interfaces will be
performed by and managed by the City’s staff or third parties under contract to the City.
The City will ensure that Axon’s staffhas access to all City sites and third party parmer locations.
The City will be responsible for all data extracts from its legacy systems, data cleansing, enrichment and the
population and provision of upload files.
The City will provide qualified staff resources to perform the identified data cleansing activities necessary for
the successful data conversion in accordance with the Project time schedule.
Any manual conversion and]or additional data acquisition necessary will be performed by the City’s personnel.
®Interfaces that the Parties anticipate will be developed are identified in this SOW.
®The City will provide or will caused to be provided staffing resources who will modify its legacy systems for
interfaces to SAP; Axon will not modify the City’s legacy systems in conjunction with this Project. The City
will be responsible for all interface work to its existing legacy systems, and Axon to be responsible for all
interface work to SAP. For external agency systems, the City will coordinate efforts with third parties as
such efforts relate to systems.
5.7 Training Assumptions
® Axon, together with the City’s assigned Project training resource will develop the overall Training Strategy.
® The City will ensure that any identified preliminary training (e.g. basic computer skills) is performed in
accordance with the requirements of the Project.
®RWD is licensed by City of Palo Alto.
®The City’s training developers will become trained by the RWD vendor through a separate contract directly
with RWD’s vendor, the software purchased by the City used to prepare training materials.
07t029jb 0072952 Page 40 of 54
The City will provide the development of materials for end-user training and will conduct the training activities,
including any identified post-implementation training.
The City’s functional personnel assigned to this Project will receive SAP CCS Project team training from Axon.
A portion of this training will be done through knowledge transfer.
The City’s personnel assigned to this Project will have the skills necessary to participate in the training progam
effort.
The City warrants that it possesses the facilities and will provide any necessary logistics support for all training
sessions, including: class schedules, meeting rooms, training rooms, material reproduction, programmers,
training workstations, and any other necessary training supplies.
The City will ensure that its end-users attend the training sessions.
The City will not issue user-id to end-users who have either not attended the scheduled end-user training or
have not demonstrated the required level of competence in the SAP CCS system during the assessment
activities included within the end-user training.
Axon will provide a "Train-the-Trainer" approach and methodology to complete the End-user Training. The
City’s personnel will develop and conduct the training courses for its end users with the support of Axon.
SAP-related Project team training at SAP’s training facilities will be excluded from consideration by the Parties.
If SAP training is required, this will be determined by the Parties during the discovery phase before contract
execution.
5.8
®
Programming Assumptions
Axon has reviewed the City’s preferred requirements for the Project and accordingly has priced the
development effort required for all FRICE-W elements. Axon will further review and refine the pricing
estimates during the discovery process before contract execution.
During the Business Blueprint phase, the City will further determine which of the City’s business processes and
functions can be met with either configuration of those standard SAP functions and which of the functions will
be customized to meet the City’s unique needs. Axon will staff the Project with all reasonably necessary
personnel development resources and will define an appropriate number of personnel development resources
and hours to be assigned by the City to assist Axon in meeting all of the FRICE-W elements.
These allocated hours will be used for the development of FRICE-W (including Portal development), and
Workflows. Axon will determine the FRICE-W elements which will be customized to meet the City’s business
requirements. However, either the City will determine initially the desirability of customization or it will accept
the standard available capabilities of the SAP Software.
Tlae City will also provide trained staff resources to add to the FRICE-W elements’ pool of available
progamming hours. The City’s progamming (e.g., ABAP/4) staffing resources will be included in the CCS
SOW.
5.9 Travel and Expense Assumptions
® Axon’s travel costs and expenses are included in the fixed price of this Agreement.
071029jb 0072952 Page 41 of 54
6 Project Management Processes
The Project’s management processes represent the detailed Project management and control processes that will be
adopted by the SAP implementation.
6.1 Project Management Tool
Axon will provide the APSE. This is a web-based tool which will be made accessible to the Parties’ Project team
members. Key Project management processes that APSE will enable are:
®Deliverable status management
®Deliverable review & sign-off
®Issue & Risk Management
®Training Scheduling
®Communications Management
(9 Business Case Management
®Forms, Report, Interface, Conversion and Enhancement (FPdCE) Management
®Testing Management
Axon will provide its APSE free-of-charge to the City during the Project. Axon will also provide APSE user training
for the City’s Project team members. Information at the end of the Project will be in a usable format for the City to
archive.
In addition to APSE, Axon will utilize the SAP Solution Manager toolset and warrants that the toolset will be
populated with sufficient City information to allow SAP to perform the needed, periodic SAP software checks.
6.2 Project Controls
The Project will adopt the following status reporting processes to control the Project progress and identify and
prioritize any issues that may arise.
6.2.1 Project Plan and Status Tracking
The PMs will have responsibility for developing a detailed Project plan for the implementation. Progress made
under this plan will be tracked by Axon based on objective criteria to assess whether the Project is on track, and to
identify and initiate any corrective actions necessary. Examples of objective status tracking criteria include:
®Design phase - % of design issues closed, number of specifications written;
®Realization phase - % test scripts successfully executed;
®Go-Live - number of users completing training classes; and
®Support - number of go-live issues closed.
6.2.2 Weekly Status Report
The Parties’ functional, technical and change teams will be required to jointly produce a weekly summary status
report, which will include information regarding the following:
®Progress vs. planned deliverables and tasks in current period
®Any issues arising and containment plans
®Any change in impact/probability of risks
®Any change requests arising
®Dependencies on other work-streams / Projects and current status
®Plans & deliverables for coming period.
6.2.3 Other Project Controls
®Risk Management - the Parties will jointly maintain a risk register to keep track of risks, their potential impact
and probability, and the status of any mitigating actions agreed. The PMs and the Steering Committee will
071029jb 0072952 Page 42 of 54
periodically review the list, identifying any new risks, or existing risks with changed impact/probability and
review mitigation plans as necessary.
® External Dependencies - for all of the other City projects and programs, the City PM will identify and actively
manage key milestone dependencies in coordination with the teams of the corresponding projects.
® Change Control - all material changes to the agreed-upon scope, timelines or resource requirements will be
subject to the Change Control process outlined in Exhibit "H".
® Project Planning - The Parties will jointly maintain implementation plans for the Project, containing all
Project milestones and planned activities together with the agreed-upon dependencies between these activities.
The High Level Project Plan will be maintained in MS Project.
All of the above controls will form the basis of the input to the weekly Project management meeting. Once a month,
these reports will be included in a report to the Steering Committee ("Project Status Report".)
6.3 Issue Management Process
6.3.1 Process Overview
The PMs will institute the following issue management process to identify issues as they may arise, and keep track
of their progress through resolution in a timely manner.
Issue or Enter Pdmaw
Change Details on Owner T&am
Identified Issues Log Reviews log
Key
Issue Instigator (ALL)
Primal’ Owner (Team)
Issue Owner (Team Member)
Program M~ J Steering Group
Issues Review
Meeting
No
Yes
Assign Owner Assign Owner
Resolution
Process
a ppr0Va!
~od, es
C--7-oose Issue &
record Close
Date
i Assign
No I Owner
Issue
Resolution
6.3.2 Escalation Procedure
The following escalation procedures will apply whenever an issue cannot be resolved in a timely manner, and
whenever risks could impact the Project’s time schedule or costs. All issues that are escalated must be accompanied
by options, implications and a recommendation.
071029jb 0072952 Page 43 of 54
Type of issue
Policy
Design
Scope
Technical
Escalation Path
1.Workstream Lead
2.Project Managers
3.Steering Committee
1.Workstream Lead
2.Project Managers
3.Steering Committee
1.Workstream Lead
2.Project Managers
3.Steering Committee
1.Technical Workstream Lead
2.Project Managers
3.Steering Committee
The numeric sequence associated with each escalation path will indicate the order in which an issue will
be considered by the respective governance body for resolution.
6.3.3 Change Control
The Change Control process will be used whenever the escalation of an issue below leads to a change in:
®Project Scope (business processes or SAP Module and Components required);
®Project Duration (Schedule) and associated Milestones;
®Project Resourcing levels; or
®Project Deliverables.
The Change Control process will be triggered. See Exhibit "H" for a description of this process.
6.4 Quality Assurance Process
Axon will be primarily responsible for ensuring that quality assurance process and the quality plans are in place for
Project management and solution development in accordance with industry standards. Axon will be responsible for
ensuring that all deliverables attain the required level of quality required to ensure the successful completion of the
Project and acceptability of the deliverable.
The City and its designees (such as SAP representatives) will also take an active role in the quality assurance
process.
The Quality Assurance Approach outlined below provides the framework for ensuring that quality objectives are set
and both customer and regulatory requirements are met.
6.4.1 Purpose and Objectives
The Parties agree that the goal of Project Quality Assurance is of the required quality and client satisfaction.
The over-riding purpose is to ensure that:
1.Quality standards will be established, in advance, and will be clearly defined and understood by the Parties’
persormel who will be directly responsible for the completion of the Project;
2. All delivery processes and mechanisms will be clearly identified and understood and have defined outputs and
quality checks designed into them;
3. A high quality, flexible solution will be developed.
071029jb 0072952 Page 44 of 54
6.4.2 Quality Management Approach
The Parties agree that the Project’s objectives will include Quality Assurance as an integrated element of the Project
process and will not be a series of optional bolt-on components. The key elements of this approach are, as follows:
® Integration: Ensures a critical path has been def’med for the overall Project scope of work; defines the 3-5
major themes around which the Project can be aligned; ensures a balance between research, analysis, planning
and doing; focuses on educating the Parties’ Project team members in the key goals and objectives of the
Project.
® Mobilization: Entails a clearly articulated strategy of events to involve the Parties’ Project team members; focus
on the cycle of change as the driver for improvement; Project team members understanding of their role as
change agents.
®Communication: The Parties’ Project team members will be identified before Project commences; strategy will
be created for consistent communication messages; full use will be made of communications mediums (reports,
newsletters, meetings, etc.); metrics will be developed to measure communications effectiveness.
® Project Sponsorship: the City will develop clear expectations with senior management/officials; the
sponsorship role will be defined; a firm commitment will be clearly demonstrated through actions; personal role-
modeling of required behaviors and actions will be developed.
® Team Enablement: Entails the definition of skills and competencies; a clear mandate will be given by the
Parties to its teams; a common expectation of what success is for each Project team will be developed; the
appropriate leadership of the Parties will be in place; a common view of the team model will be used.
® Roles and Responsibilities: The Parties will jointly develop the roles that can be understood by sponsors, teams
and support mechanisms; Axon will develop established procedure for resolving issues; the Project team
members’ roles and responsibilities will be identified in the Project’s charters and mandates.
® Project Planning: A holistic view of the Project aims based on agreed-upon objectives will be adopted; the
proven charters, the milestones and a review of the mechanism in place can occur during the approval process
agreed-to in advance for Project recommendations; ownership of the integration process will be undertaken by
the Parties. The above will serve to highlight the importance of ensuring the inputs to commence the Project are
professionally managed. Stated below are the key components of the Quality Assurance approach that the
Parties will employ.
Quality Component Description / Terms of Reference
Individual Team Member
Accountability
Axon Audit
Each team member is accountable for the quality of the deliverables on which they
work and must ensure that all activities conform to the agreed Project Quality
Standards
Axon audits are focused around a health-check of the Project itself (rather than
technical quality assessment), and engage key executive stakeholders for their
perspectives on Project performance and Project status. For City of Palo Alto
Project, we would propose conducting these at the end of Design and Go-Live for
each Phase
Formal contract review A series of formal monthly contract reviews.meetings
A set of meetings and processes to ensure that the Project is delivered on time, toProject Governance budget and to the agreed scope and quality.
Defined processes enabled though the use of a formal Project management toolset,
Risk management and issue either the Axon Project Support Environment ("APSE") or a similar tool, which
management processes provides the correct balance of Project control and efficiency to ensure quality
delivery.
Project Documentation Either APSE or similar tool, shall act as a repository of al! Project documentation
Database (both Design and Project Management).
Scope control process Clear processes enabled, with a supporting toolset, to ensure quality.
071029jb 0072952 Page 45 of 54
7 City-Provided Assistance
The City will provide the assistance below to Axon to enable Axon to provide the Services and meet its obligations
under this A~eement. In the event that the City fails to provide the required assistance, the impact, if any, will be
assessed by the Parties and an appropriate change request will be issued to reflect the likely impact on the cost,
scope or timelines of the Project.
The City will generally provide or secure:
®The Project infrastructure;
®Secure remote access to the City’s facilities which Axon’s Project team members will occupy;
®The required software licenses issued by SAP;
®Other information and assistance as may be reasonably requested by Axon; and
®The office space and furnishings
All items are outlined in detail below.
7.1 City-Provided Project Infrastructure
The following table describes the hardware specifications that will be required to support the Parties’ Project team
members. If an item is "required," then it will be required of all Project team members; if an item is marked
"developer", it will be required only for developers and architects working on the Project:
Component
Pentium 4 CPU 2 GHz
1 GB RAM
50 GB DISK
2 GB RAM
The following table provides an outline of the required capabilities of each of the
computer:
Component
Capable of running all software components listed below
Capable of connecting to City of Palo Alto local area network
Capable of connecting to City of Palo Alto email & calendar facilities
Connected to any Project repository or file share (e.g. network drives)
Connected to SAP development environment
Connected to a Project printer
Capable of connection to Internet, or the following named sites:
® http:/!www.sap.com
® http://service.sap.com
® http://sdn.sap.com
Required/
Developer
Required
Required
Required
Developer
Project’s team member’s
Required/
Developer
Required
Required
Required
Required
Required
Required
Required
071029 jb 0072952 Page 46 of 54
Component Required /
Developer
®https://wx~v.axonradio.com
®https://www.axon global.corn
®http://us.outlook.axonglobal.com
®Other sites as requested as necessary_ to carry out Axon
requirements under this agreement
Capable of displaying a minimum resolution of 1024x768
Local administrator rights / local registry rights
Required
Developer
7.2 Connectivity of Axon Laptops to City of Palo Alto Network Resources
Axon’s consultants will use their own laptops or personal computers provided by the City, provided that
accessibility to the required support web sites, SAP, and the City Network/Project documentation is available. Full
details of connectivity requirements are outlined in Section 7.3 below.
Axon notebook computers will be provided access to the City’s network, including SAP access, file shares, APSE,
and e-mail, under the following conditions. The access provided to notebook computers will be equivalent to access
provided by the City’s desk-top computers.
Axon will maintain virus protection acceptable to the City with current virus software and signature files.
The City’s IT staff will inspect Axon’s notebook computers to verify the existence of virus protection and
Microsoft security patches are maintained at current levels.
Axon will be responsible for securing and maintaining virus software and signature files.
Axon will ensure all data and files created by Axon’s personnel are stored on the City’s networked servers and
not in the hard drive of Axon notebook computers.
Axon will be responsible for any loss of data due to hardware failure of an Axon notebook computer.
Axon will be responsible for licensing all standard Microsoft Office sot~are installed on Axon’s notebook
computers (i.e. Microsoft Office, Project, Visio, etc.).
Axon will be responsible for installation and configuration of all software required on Axon notebook
computers.
In the event of a virus outbreak, Axon will disconnect its notebook computers from the City’s network if the
City has requested such action be taken.
In the event of a virus outbreak, Axon will be responsible for cleansing all of its notebook computers, regardless
of the source of the virus.
Axon will comply with the following general terms and conditions regarding its use of personal computers:
Axon’s personnel will comply with the City’s employee policies regarding acceptable use of the Internet and e-
mail whenever they are using the City or Axon’s computers at all times that Axon’s personnel are at the City’s
facility, or connected to the City’s network remotely. This also includes all content stored on Axon’s notebook
computers that will be brought into the City’s facility.
Axon personnel will not copy or distribute licensed software purchased by the City.
Axon’s personnel will not distribute or load, respectively, any Axon-licensed software to the City’s personnel or
computers without the City’s proper verification that any such software has been licensed by the City.
If the connectivity and general personal computer requirements cannot be met to allow Axon’s laptops to be
attached to the City’s network, then the City will make available to Axon’s personnel desktop personal computers or
laptops, as is reasonably necessary and appropriate for them to deliver the Project, and to otherwise fulfill
obligations under this Ag-reement.
071029jb 0072952 Page 47 of 54
7.3 Software
The following table provides an itemization of the SAP software packages that the City and Axon’s Project team
members will need to deliver the implementation services agreed to by the Parties. The requirements of the
developers and architects will be marked "Developer":
Vendor Package Version Required / Optional
Microsoft Windows (1)2000 or later Required
Microsoft Office (1)2000 or later Required
Microsoft Internet Explorer (1)5.5 or later Required
SAP mySAP ERP 2005 Required
SAP SAP GUI for Windows 7.0 or later Required
SAP SAP SDK / Portal PDK 7.0 or later Required
SAP NetWeaver Developer Studio 7.0 or later Required
SAP NetWeaver IDE 7.0 or later Required
Microsoft Access (1)2000 or later Required as Necessary
Microsoft Project (1)2000 or later Required as Necessary
Microsoft.Visio (1)2003 or later Required as Necessary
Note:
1) Indicates that software will be licensed by Axon for use on Axon consultant laptops where appropriate.
Version requirements for additional software are dependent upon SAP version utilized and may change depending
on the specific SAP usage required by the City.
The City will procure all licenses for software specified in the table above, both SAP and non-SAP, directly from the
software providers. Licenses will cover both the City and Axon’s staff resources who are assigned to the Project
and any other City staff, as appropriate.
7.4 Access to City Personnel
The City will endeavor to ensure the success of the Project by securing the involvement of the appropriate City
personnel at the appropriate times. The City’s personnel will include those personnel directly involved in the
Project and those in the business areas and functions that will be directly impacted by the Project’s implementation.
The City will provide Axon with reasonable access to the City’s personnel, provided Axon reasonably requests such
access within a timeframe that is not unreasonable.
7.5 Office Space and Furnishings
The City will make available to Axon’s personnel the following office space, furnishings, and storage space:
071029jb 0072952 Page 48 of 54
Infrastructure Requirement
Office Space 1~
Office Furnishings
Office Facilities
Office Infrastructure
Office Stationery
Details
® Project Room
An appropriately sized, open-plan area to allow co-
location of all City of Palo Alto and Axon Project
Team members
® Meeting & Syndicate Rooms
-*" An appropriate number
dedicated Project meeting
regular Project meetings
workshops
of appropriately sized
rooms to enable both
and business related
Meeting rooms to be equippedwith:
¯Whiteboards & surfaces suitable for LCD
Projectors
¯Conference call facilities
System & UAT Model Office Environment
Model office location appropriate to accommodate
identified system and user acceptance testing teams
® Training Facilities
An appropriate number training rooms, located so as
to be accessible to the target user community and fidly
equipped to allow delivery of the developed training
materials
Desks
Chairs
Personal storage areas
Waste Bins
Water Dispensers
Tea & Coffee / Hot Drink Facilities
Restrooms
Each desk to have telephones with external dialing facilities
including long-distance and, where appropriate,
international dialing
® Each desk to have access to spare AC power sockets
® Fax machine
® Networked laser printers - >20 ppm
> Color and Black & White
® LCD Projectors
® Photocopiers
® Stapling and binding equipment
® Secure waste disposal facilities (e.g. shredders)
® Access to supplies of standard office stationery
Note:
1) All office space and furnishings are to comply with prevailing local health & safety requirements.
071029jb 0072952 Page 49 of 54
7.5 The City’s Facilities
The City will be responsible for provision of extended hours technical and infrastructure support (as necessary) in-
line with the working hours of the Project team taking into account critical activities and any Project team resources
working in other geogaphies.
The City will be responsible for reasonable telecommunications charges of Axon’s personnel that are incurred in
making calls from telephones at the City’s facilities in the performance of Services under this Ageement. The City
will provide Axon’s personnel with reasonable computer network access to perform their duties at the City’s
facilities, including, but not limited to, appropriate intranet, intemet, and e-mail access. Axon will be responsible for
all other telephone and telecommunications usage charges incurred by its Personnel, including communication with
the off-shore facility.
Office space and furnishings will be reasonably commensurate with those facilities provided to the City’s personnel
working in similar roles.
The City will afford Axon’s personnel reasonable non-exclusive access to any premises controlled by the City other
than the Project facilities to the extent necessary for Axon to perform the Services under the Ageement. The access
will be ganted during the City’s normal business hours of the relevant City premises. If access is required outside
the normal working hours for the relevant premises, Axon will arrange an appointment in advance with City of Palo
Alto in accordance with the procedures for the premises.
Unless otherwise agreed, Axon will be responsible for the personal property that its personnel may bring onto the
City’s facilities or other third party premises and will remove it as and when requested by the City, in writing. With
the exception of Axon’s notebook computers, Axon will be responsible for ensuring that such property is:
® Clearly labeled as Axon’s property
® Registered with the City’s site security
071029jb 0072952 Page 50 of 54
8 Pricing and Payment
This CCS SOW will be developed in accordance with the fixed price a~eement between the Parties as reflected in
Exhibit "C".
8.1 Additional Services Rates
If any additional work outside of the fixed price becomes necessary, a Change Request will be submitted by the
requesting party to the other party. The fees listed below will be used to compute the costs associated with the
change.
Axon has developed the cost model based on a discounted rate card. Daily rates are based upon a standard 8-hour
work day and do not include travel expenses, where required.
Axon Rate Card
Level
Program Director
Project Manager
Training Architect
Training Principal
Managing Consultant
Senior Consultant
Consultant
Technical Architect
Reporting Architect
BW Consultant
Data Migration Architect
Offshore Developer
Offshore BASIS
Project Role
Engagement Director
Project Manager
Training Architect
Training or Change Principal
Workstream Lead
Senior Consultant
Consultant
Technical Lead
Reporting Lead
BW Consultant
Data Migration Lead
ABAP Developer
BASIS Consultant
Daily Rate
$2,000
$1,700
$1,450
$1,250
$1,500
$1,300
$1,200
$1,600
$1,600
$1,400
$1,400
$275
$3OO
Hourly Rate
$250.00
$212.50
$181.25
$156.25
$187.50
$162.50
$150.00
$2OO.OO
$200.00
$175.00
$175.00
$34.38
$37.50
071029 jb 0072952 Page 51 of 54
Item
No.
1
2
3
4
5
6
EXHIBIT "B-I"
FINAL SYSTEM ACCEPTANCE CRITERIA - CCS
Acceptance/Rejection of Final System Acceptance - Sign-off Form - <Month, Year>
Deliverable Target Responsible
or Assist
Date
Completed
Comments
and/or Defect
Description
Signature
Customer
Proj Mgr
Sign off
Date
071029jb 0072952 Page 52 of 54
m
9
oE~o
7-7-7-
EXHIBIT "C"
PRICING SUMMARY
-/-/-
EXHIBIT "C-I"
UPGRADE PAYMENT SCHEDULE
-/-/-
EXHIBIT "C-2"
ESS~SS PAYMENT SCHEDULE
-/-/-
EXHIBIT "C-3"
CCS PAYMENT SCHEDULE
[Spreadsheets for Exhibits "C", "C-I", "C-2" and "C-3" are attached]
071029jb 0072958
EXHIBIT "C"
PRICING SUMMARY
a 9.5 month ~osed) CCS Schedule:
Expenses Total Cost
$1,094,675 $207,988 $1,302,663
$411,725 $78,228 $489,953
$3,812,350 $687,107
EXHIBIT "C-1"
UPGRADE PAYMENT SUMMARY
Anticipated
Phase Deliuerable Month Acceptance Criteria Payment Amount
Project Preparation Project Prep Phase Complete 1 Al~ detiverab[es from the Project Preparation
Phase are completed $172,926
Blueprint Business Blueprint Report 2 All deliverables from the Blueprint Phase are
Approved completed $172,926
.......Realization Technical upgrade Teats 3 Technical upgrade tests are completed $172,926End-user upgrade training materiels are
End-User Training Materiels 4 completed $172,926
(30 Live 5 System is cut-over into productive use by end $172,926users
Final System Acceptance Final System Acceptance System has met the Final System Acceptance
Criteria 5£6,070
Support IPoat Go Live Support tPest go live Support completed $133,975
Total $1,094,675
Expenses by month
Month Expenses
1 I $11.211
2 $40~1623547.380~$47,380
5 $43~761
Suo~3ort Month 1 $18.0£5
Totel 1
t, Airfare is coach class with 3 week advanced fare purchase where Feasible. . .............................................
2. Pet diem is Federal Per Diem for Pale A~to $59 pet person pet
EXHIBIT "C-2"
ESS/MSS PAYMENT SCHEDULE
Blueprint
R~:alizstion
Final Preparation
I~nal System Acceptance
Deliuerable
Blueprint
Baseline Configuration compteted
User Acceptance Test
Go Live
Final System Acceptance
Anticipated
Month
1
2
Acceptance Criteria
9]ueprint completed.
n’Cdal baseline (approx. 80%) is completed by the
Consultant
Technical upgrade tests are completed
Jser acceptance teat is completed.
System has met the Final System Acceptance
Criteria
Payment Arneunt
$78,581
$78,581
$78,581
$78,581
$34,926
Suppo~Post GO Live Suppo~Post go live suppo~ completed $62,475
Expenses by month
Month Expenses
1 $12 ~039 ....................
2 $18 ~055
3 $18
4 $18,055 ..........
Suloloort Month 1 $12.024
4
EXHIBIT "C-3"
CSS PAYMENT SCHEDULE
Phase
Project Preparation
Blueprint
Build
Test
Oeliuerable
Project Prep Phase Complete
]n~tiat Project Team Mobilized
Business Process Workshops
Completed
Business Blueprint Report
Approved
Baseline Configuration completed
Final Configuration completed
Functional Un~ Test completed
Anticipated
Month
1
2
3
4
$
6
7
8
£
Integration Teet completed
Final Preparation Cut-over Plan Approved
10
Final System Acceptance
Support
Go Live
Final System Acceptance
Post Go Live Support Month 1
Post (30 Uve Support Month 2
Acceptance Criteria
All deliverables from the Project Preparation
Phase are completed.
Required in~tiat resources for the project are
sLLe and productive
Business Process Workshops have been
conducted and completed w~th documented
business processes completed.
Business Blueprint document is delivered and
accepted by the Cfty
Initial baseline (approx. 80%) is completed by the
Consultant
Final configuration is completed and ready for
integration testin9Unit Tests across atl configuration (does net
include FRICE-W elements) has been completed.
Integration across all configured business
)recesses is successfully completed
A comprehensive Cut-over Plan is designed and
approved. Plan will still be subject to further
refinement.
System is cut-over into productive use by end
System has met the Final System Acceptance
Criteria
First month of post go tire support completed
Peryment Amount
$304,848
$304,848
$304,848
$304,848
$304,848
$304,848
$304,848
$304,848
$304,848
$304,848
$338,720
$228,500
Second month of post golive support completed $198,650
................................................................................................. ~ .................................................................................~,~,~ ................iiiiiiiiiiii
Month Expenses
1 $2~748
2 $27,622 ...................................................................................3 $50 296 .............................
4 $63.g01
5 $72,971 ...................i ...................................................................
6 $75 238 .......................................................................................................................................
7 $84.3088$82,041
9 $82~041 .........~ ..................................................................................................................
10 $70.703 ; ....
Support Month 1 $45 761 , . .....................................Support Month 2 $29~477 .................................i ................................................................................................................
$687i107
.. ~ Per ~ b ~eeera~ P~r Pi~e[et pale A~o T~£ Pt[ P~’Z0£ Pff’ nag.. ...............................................................................................................~.... ~ ~...
5. A~to~0bile~s $270 per week pe[ per#on 2 people ~ e~£h veh~cl~. .....................................................
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE
BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED
YES
YES
YES
YES
TYPE OF COVERAGE
NO
REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
WORKER’S COMPENSATION
AUTOMOBILE LIABILITY
COMPREHENSIVE GENERAL
LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY
DAMAGE BLANKET CONTRACTUAL,
AND FIRE LEGAL LIABILITY
COMPREHENSIVE AUTOMOBILE
LIABILITY, INCLUDING, OWNED,
HIRED, NON-OWNED
STATUTORY
STATUTORY
BODILYINJURY
PROPERTY DAMAGE
BODILYINJURY & PROPERTY DAMAGE
COMBINED.
BODILYINJURY
EACH PERSON
EACH OCCURRENCE
PROPERTY DAMAGE
BODILYINJURYAND PROPERTY
DAMAGE, COMBINED
ALLDAMAGES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COSTAND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS
SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,
AND EMPLOYEES.
II.
INSURANCE COVERAGE MUST INCLUDE:
A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF
COVERAGE CANCELLATION; AND
A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY - SEE, SAMPLE AGREEMENT FOR SERVICES.
SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND
IV THROUGH V, BELOW.
NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER):
B.NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER:
C.POLICY NUMBER(S):
071029jb 00?2953
EXHIBIT "D"
INSURANCE REQUIREMENTS
D.DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR
APPROVAL):
111.
IV.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND PROPOSER’S
SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED
HEREIN.
ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES"
A.PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTINGWITH ANY
OTHER INSURANCE CARRIEDBY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES.
B.CROSSLIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
C.NOTICE OF CANCELLATION
IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY
(30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION
IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF
PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITYAT LEAST A TEN (10) DAY WRITTEN
NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS:
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME
SIGNATURE(S) AS APPEAR(S) ON SECTION II, ATTACHMENT A, PROPOSER’S INFORMATION FORM.
Firm:Axon Solutions, Inc.
Name:Stephen J. Wilkes
(Print or type name)
Signature:
Name:
(Print or type name)
NOTICES SHALL BE MAILED TO:
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
071029jb 0072953
ACORD. CERTIFICATE OF LIABILITY INSURANCE 1,,,~,~,%~o~’’~’’
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE1740R~oad~y HOLDER. TH~ CER~FICA~ ~ES NOT ~END, EXTEND OR
COVERAGES
7352 63 40
3583 16 bl
ACORD 25-.S
CANCELLATION
EXHIBIT "E"
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed
below certify that they do not discriminate in employment of any person because of race,
skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation,
housing status, marital status, familial status, weight or height of such person; that they
are in compliance with all Federal, State and local directives and executive orders
regarding nondiscrimination in employment.
1.If Proposer is INDIVIDUAL, sign here:
Date:
Proposer’s Signature
Proposer’s typed name and title
If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of
the Joint Venturers shall sign here:
Partnership or Joint Venture Name (type or print)
Date:
Date:
Member of the Partnership or Joint Venture signature
The undersigned certify that they are respectively:
EXECUTIVE VICE PRESIDENT and
Title
Member of the Partnership or Joint Venture signature
If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows:
Title
Of the corporation named below; that they are designated to sign the ProposaI Cost Form by
resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its
authenticity or Secretary’s certificate of authorization) for and on behalf of the below named
CORPORATION, and that they are authorized to execute same for and on behalf of said
CORPORATION.
AXON SOLUTIONS INC.
Corporation~ ,Name ttype or print)
\ ~ J;.’ /’4. :i ’,: ~ ~,~’,By: }~~’"J~ ~~ "s--.2." ~
Title:
Date: OCTOBER 24, 2007
STEPHEN J. WILKES - EXECUTIVE VICE PRESIDENT
071029jb 0072954
EXHIBIT "F"
SPECIAL TERMS
The A~eement and the Exhibits use special terms, which are initially identified as words in
quotation marks. The special terms to be referred to in Part 2 hereof, as mutually determined by
the Parties after the Effective Date, will have the meanings set forth in this Exhibit "F", uNess
the context clearly indicates otherwise.
Part 1
For the proposes of this Agreement and the Exhibits, the Parties acknowledge below some or all
of the SAP trademarks and registered trademarks referred to herein; provided, however, their
corresponding descriptors and registration statuses in the U.S.A. will not be acknowledged
herein by reference in this Agreement and the Exhibits.
ABAP/4® and ABAPTM programming languages
Accelerated R!3TM
Accelerated SAPTM methodology
ASApT~
Business Framework
BW Explorer
mySAP.comTM
my SAP Business SuiteTM
my SAP CRMTM
SAP®
SAP R/2TM
SAP R/3TM
SAP NetWeaverTM
Part 2
[TBD]
071029 jb 0072955
EXHIBIT "G"
DEFINITIONS OF DEVELOPMENT OBJECTS
FRICE-W
ELEMENT
FOrlTIS
Reports
Interfaces
Conversions
DESCRIPTION
A "Form" is a defined output document from SAP that fits a
particular format, normally delineated in specific boxes and / or on
specifically dimensioned paper.
All Forms that are required by the City will likely need some
customization to the delivered SAP format.
A "Report" is a defined output document from SAP that normally
has identified output data arranged in a rows and columns format.
SAP delivers thousands of standard Reports, once the System is
configured, and it has the relevant data that are needed to be
included in the reports. Additionally, SAP has a number of query
and report writing tools that can be used by end-users. However, the
City will likely require the customization of a number of Reports
beyond what SAP may provide as standard Reports. This might
require modifications to be made to standard Reports, which can be
altered to fit the City’s requirements, or complete custom Reports
may be required. In addition, Axon has a number of custom
Reports in its repository that it will share with the City during the
design workshop sessions as part of the Blueprint phase.
An "Interface" facilitates the exchange of data between systems.
SAP provides many places and methods for data to be imported or
exported from the system such as IDOCs and BADI \ BAPI
routines. However, often a software development is required in
order to format data, provided from an external system, into data
that is required by SAP or to extract the data from SAP into a
format required by an external system. In addition to the interfaces
identified in an attachment to the relevant SOW, there will possibly
be a number of Interfaces required to link other external systems to
SAP.
A "Conversion" is the migration of data from an existing system to
SAP that will most likely require an amount of data cleansing, data
conversion, data extraction, and data load to SAP.
Any current and historic data that need to be cleansed and
converted from the current City system into SAP must be mapped
and programmatically converted into SAP prior to the
commencement of the Production environment. Software
071029jb 0072956
FRICE- W DESCRIPTIONELEMENT
development effort will be required to achieve this.
Enhancements
Workflows
An "Enhancement" is a software development necessary to deliver
specific required functionality that is not met by standard SAP
functionality.
Additional Enhancements may be required to copy and then modify
delivered standard SAP functionality. Although SAP standard
functionality, without configuration, will produce much of what is
expected from or by the City, Axon anticipates that some minor
Enhancements may be required, and Axon may be required to
create one or more ’Solution Definition Documents’. A "Solution
Definition Document" is a word template that is used to
comprehensively document a specific area of SAP functionality.
These templates are used to capture the key implementation guide
("IMG") nodes that have been configured for a specific piece of
SAP functionality as well as define any FRICE-W components that
complement the functionality described in the Solution Definition
Document. The goal of these documents is to allow the reader to
obtain a comprehensive and detailed understanding of all the related
SAP configuration, process specific requirements, and FtLICE-W
components that will integrate together to provide end-users with
the required enhanced SAP functionality.
A "Workflow" is a series of triggers and events that can be
configured in SAP, and the amount of time required to program the
processing logic in SAP will vary, depending upon the complexity
of the Workflow.
SAP delivers many standard Workflows with appropriate triggers
and events, which can be configured. However, if additional
processing logic will be required, a standard SAP-delivered
workflow will be copied and modified in order to meet
requirements.
071029jb 0072956
FRICE-W Development Estimation Table
Axon will refer to the following table when it must estimate the programming activity
that may be required for the realization of any individual FRICE-W development object.
Such time will not be utilized without the express written authorization of the City PM.
FRICE-W Development Objects Effort [In Hours] Table
Complexity
Custom Object Very Very
Low Low Medium High High
Form 20 40 120 160 200
Report 20 40 120 160 200
Interface 40 80 160 240 320
Conversion 40 80 160 240 320
Enhancement 40 80 160 240 320
Workflow 40 80 160 240 320
BW InfoCubes 60 120 200 320 400
071029jb 0072956
EXHIBIT "H"
CHANGE CONTROL PROCESS
This Exhibit "H" describes the change control (the "Change Control") process (the
"Change Control Process") for this Project. The Change Control Process will utilize
various change request procedures (each a "Change Request Procedure") to manage all
changes to the scope of the Project and/or to the cost of the Project. Each Change
Request Procedure is intended and designed to manage the processing of a proposed
change, which will be submitted on a change request form (each a "Change Request")
while at the same time ensuring that the decisions are traceable and made at the correct
level.
A Change Request Procedure will ensure that:
® The Project baselines are established;
® Each Change Request is identified and managed efficiently;
® Appropriate groups are made aware of the status of each Change Request;
® A Change Request is monitored, approved, deferred or withdrawn; and
® Timely decisions are made and the process is efficient.
The Parties acknowledge that the Change Control Process is primarily intended and
designed to minimize ’scope creep’ and ’cost creep’ within the Project
The following sections outline the Change Control Process.
Scope of Change Control Process
The Change Control Process will apply to all scope and /or cost changes which will
impact the Project. Within this process, whenever a potential change in scope or cost is
identified by Project team members, the Change Request Procedure will be performed,
resulting in the submission of a Change Request.
A valid Change Request means and includes any request to make a change relating to one
or more of the following:
®The Business Processes or SAP Module and Components that is or are required;
®The Project / Project Duration (Schedule) and associated Milestones;
®The Project / Project Budget;
®The Project / Project Documentation and / or Deliverables;
®The SAP Technical Architecture;
®The Scope of Functionality - meaning, a change that adds, changes, or deletes
planned functionality resulting in one or more of the following:
>A change to the FRICE-W components within the scope of the SOW;
;-A change to the configuration within the scope of the SOW;
>An identified increase in the size of the unspecified FRICE-W Budget.
071029jb 0072957
Guiding Principles
The following principles will govern the Change Control Process and the Change
Request Procedure:
® All changes will be tracked, regardless of size, as the cumulative effect of many
changes, even when minor, can result in an overwhelming effort for the Parties’
Project team members;
(9 Change Requests will be documented through the Change Request Procedure,
utilizing the Change Request tracking solution in APSE;
® Change Requests must be raised by either the Workstream Leads or Technical Leads,
or the Project’s Leadership;
® Change Requests will be approved by the City PM prior to the commencement of
additional work or ending of current work;
® Change Requests impacting the following criteria and outside the approval authority
of the City PM will be subject to the approval of the Steering Committee:
>Project timeline;
>Project cost;
>Project scope;
®Change Requests will be subject to the rates and other terms and conditions as set
forth in relevant SOW.
Change Request Procedure
The following Change Request Procedure will be adopted for all changes to each of the
SOWs:
a) A Change Request will be completed and logged in APSE for all changes to the
Project.
b) Any Change Request submitted by a Party will provide the following minimum
information:
®Tracking document reference;
(9 The names of the originator, the requestor, and the date of the Change Request;
®An explanation of the Change Request, including potential benefits and/or impacts, if
any;
® The impact of not implementing the change.
c) Each Change Request will be reviewed and assigned one of the following initial
statuses:
® Approved for investigation, along with agreed time and cost allowances for any
investigation effort on a CR which is subsequently rejected; such cost allowance will
be agreed upon, in advance, by the Parties;
®Deferred for consideration at a future date;
®Rejected and Closed.
071029jb 0072957
d) The Axon PM will respond to each Change Request that is approved for investigation
(per the above) and will assess the potential impact on project scope and / or cost and / or
duration and will update the Change Request with an outline of:
® The potential technical solution to the Change Request;
® The impact on the Project, including, but not limited to, any or all of the following:
deliverables; the Project duration; labor effort for either/both of the Parties’ Project
team members; the SAP Production environment;
® The cost, if any, for any additional Axon resources, including labor and expense fees
estimates.
e) Each updated Change Request will be reviewed again and assigned one of the
following approval statuses:
Approved for inclusion in the current Release/Deployment, where the impact on the
current related SOW is outlined and approved as part of the Change Request. (If
required, the City PM may submit the Change Request to the Steering Committee for
final approval or referral to the City Manager);
Approved for inclusion in a future phase, where the impact on the future phase is
outlined and approved as part of the change request;
Deferred for consideration at a future date (which will, at such future date, include
reviewing costs / time estimates);
Rejected and Closed.
f) The Change Request on APSE will be updated at each step with the then current status.
The Parties will in good faith review and approve or reject any such Change Request
within a reasonable period of time of no more than five (5) business days, from the return
of the ’investigated’ Change Request. If the Change Request is accepted, it will trigger a
formal change to the respective SOW or the SOWs, and, if appropriate, fees and payment
schedule.
Change Control Tool
APSE will be used to manage the Change Requests that are submitted.
allow:
The tool will
®All potential Change Requests to be captured in a central repository;
®Sign-off capability at all relevant stages of the Change Request Procedure;
®Workflow technology to promote efficiency;
®Clear reporting to facilitate the effective management of the Change Control Process;
and
® Tracking of updates to each logged Change Request.
071029jb 0072957
ATTACHMENT B
City of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL
6
FROM:CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES
DATE:JULY 23, 2007 CMR: 313:07
SUBJECT:APPROVAL OF CONTRACT CHANGES ASSOCIATED WITH THE SAP
UPGRADE AND SAP’S INDUSTRY SPECIFIC SOLUT1ON FOR
UTILITIES (IS-U) FOR LICENSING, MAINTENANCE, AND TRAINING
RECOMMENDATION
Staff recommends that Council:
Approve and authorize the City Manager or his designee to execute the attached Software
License and Service Agreement (Attachment A) with SAP Public Services, Inc. in the
amount of $330,422 plus tax for IS-U and;
Approve and authorize the City Manager or his designee to execute the attached
Amendments (Attachment B & C) with SAP Public Services, Inc. for the purchase of
Premium Support in the amount of $169,178 for a period of 5 years with annual
Consumer Price Index (CPI) increases.
Approve and authorize the City Manager or his designee to execute the attached
Maintenance Schedule Addendum (Attachment D) with SAP Public Services, Inc. for the
purchase of extended maintenance support at no cost.
Approve and authorize the City Manager or his designee to execute the attached Software
License Agreement (Attachment E) with SAP, Inc. in the amount of $44,752 for Adobe
Interactive Forms plus tax, on-going maintenance, and CPI increases.
Approve and authorize the City Manager or his designee to execute the attached
Appendix (Attachment F) and Statement of Work (Attachment G) with SAP Public
Services, Inc. for the purchase and implementation of Productivity Pak in an amount not
to exceed $92,000 plus tax, on-going maintenance, and CPI increases.
CMR:313:07 Page 1 old
Approve and authorize the City Manager or his designee to execute the attached
agreement (Attachment H) with SAP Public Services, Inc. for the purchase of training
services in the amount of $100,000.
DISCUSSION
Proiect Description
Prior to upgrading the existing SAP system and implementation of IS-U, it is necessary to put
into place all software licensing, maintenance, and training. Once these items are in place, a
professional services vendor ~vill be selected for the upgrade of the existing SAP system and
implementation of IS-U. Staff is currently conducting vendor interviews and will ask for
Council approval at a later date, for the execution of the professional services agreement.
To address the challenge of disparate business systems within Information Technology’s
Strategic Plan, the City standardized on SAP as its enterprise resource planning (ERP) solution.
In 2002-2003, the implementation of SAP was completed. It accomplished its primary
objectives, to replace aging financial, personnel and payroll systems and to implement new
functionality such as project management, work order, and service order systems. This project
laid the foundation for the City’s enterprise-wide application systems.
The upgrade of the existing SAP system will take advantage of that foundation of hardware,
software, and knowledge as well as provide integration across what are now multiple disparate
systems. This upgrade wilt also include enhancements such as the implementation of Employee
Self Service (ESS). ESS allows staff to update personal information such as home address and
dependant information, thus eliminating the need for paper forms and HR data entry.
An on-going goal for the City has been the reduction of operating costs and increased
efficiencies. One way to accomplish this goal is to standardize operations especially in regards
to tectmotogy. Therefore, in accordance with the Municipal Code, Section 2.30.900, Part 10
(Standardization), staff has standardized on the SAP platform due to the substantial benefits such
as the reduction of maintenance costs, reduction of costs due to lack of infrastructure to support a
legacy system, reduction in staff training costs due to standardization of multi-departmental
platforms, reduction of IT support costs, and establishing the framework for e-Govenmaent,
customer Web portal and other functionality such as data warehousing and document
management. Many public and private organizations such as the City of Dallas, Marin
Municipal Water District, Sacramento Municipal Utility District, PG&E, City of Tacoma,
Sacramento County, Suffolk County Water, and Waste Management have also standardized on
SAP as an integrated system.
The upgrade of the SAP system will also include the implementation of SAP’s Industry Specific
Solution for Utilities (IS-U). The existing Customer Information System (CIS) used by the
Utilities Department, was selected in 1997. Acquisition and implementation costs totaled $1.2
million dollars and the ongoing annual maintenance for CIS is $160,000. The last CIS upgrade
occurred in 2001 for $557,620 (CMR 316:01). The existing CIS is a rapidly deteriorating
legacy system with costly on-going maintenance and support and limited functionality. These
on-going costs will be reallocated for the implementation of IS-U.
CMR:313:07 Page 2 of 4
The implementation of IS-U will be fully integrated with the SAP system with a single database
platform and tools and will build on financial integration and reporting. IS-U will consolidate
data into one system and convert this data to useful information that will benefit not only the
City, but also improve service to residents and businesses of Palo Alto. This improved service
will be achieved with functionality such as accessing one’s utility account through secured, on-
line access with functions such as on-line bill payments and usage history. In addition, this will
allow for bill consolidation, real-time recalculations, and regeneration of Utility bills.
Prior to upgrading the existing SAP system and implementation of IS-U, it is necessary to put
into place all recommendations in this CMR (software licensing, maintenance, and training).
Once these items are in place, a professional services vendor will be selected for the upgrade of
the existing SAP system and implementation of IS-U. Staff is currently conducting vendor
interviews and will ask for Council approval at a later date, for the execution of the professional
services agreement.
RESOURCE IMPACT
As a result of the on-going Information Technology funding structure, funds for this project have
been included in the Technology 2007-2009 and Capital Funds budgets.
POLICY IMPLICATIONS
Approval of these contracts is consistent with existing City policies.
ENVIRONMENTAL REVIEW
This is not a project for the purposes under California Envirolmlental Quality Act.
PREPARED BY:
LISA MAINARI(
Manager, Information Tectmology
DEPARTMENT HEAD:
CARL
.’, Administrative Services
CITY MANAGER APPROVAL:
~ON
Assistant City Manager
ATTACHMENTS
Attachinent A:Appendix 7
Attacln’nent B:Amendment 1
Attachment C:Amendment 2
Attachment D:Maintenance Schedule Addendum for Extended Maintenance Service
CMR:313:07 Page 3 of 4
Attachment E:
Attachment F:
Attachment G:
Attaclzrnent H:
Appendix 8
Appendix 9 -RWD Technologies, Inc. (RWD) Software
Statement of Work - SAP Productivity Pak
Appendix 6A
CMR:313:07 Page 4 of 4
Attachment C
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING
THE BUDGET FOR THE FISCAL YEAR 2007-08 TO PROVIDE AN
ADDITIONAL APPROPRIATION OF $4,000,000 TO CAPITAL IMPROVEMENT
PROGRAM (CIP) TE-07006, SAP CONTINUOUS IMPROVEMENT PROJECT
The Council of the City of Palo Alto does ordain as follows:
SECTION i. The Council of the City of Palo Alto finds and
determines as follows:
A. Pursuant to the provisions of Section 12 of Article
III of the Charter of the City of Palo Alto, the Council on
June ii, 2007 did adopt a budget for fiscal year 2007-08; and
B. In fiscal year 2007-08, the Council did adopt a budget
for CIP Project TE-07006, SAP Continuous Improvement Project
(Project), with an initial appropriation of $3,000,000 for the
Project; and
C. Prior to upgrading the existing SAP system and
implementation of SAP’s Industry Specific Solution for
Utilities (IS-U), it is necessary to put into place all
software licensing, maintenance and training. On July 23,
2007, the Council approved contract changes with SAP including
licensing, maintenance and training for an estimated costs of
$636,352; and
D. With the preparations in place, the City is now ready
to proceed with the upgrade of the existing SAP database
software system. Some of the upgrades in the system will
include enhancement to the budgeting process, implementation
of Employee Self Service (ESS) and Manager Self Service (MSS)
Modules, and implementation of the Utilities Module. The
upgrade also lays the foundation for future portal development
and constituent outreach giving the ability for community
members to submit one-line work orders for items such as tree
trimming and pot holes; and
E. A Request for Proposal (RFP) was mailed to prospective
consultants and after a selection process Axon Solutions, Inc.
(Axon) was the selected vendor. Axon will perform the upgrade
and IS-U implementation within sixteen months for a total
estimated cost of $7,000,000; and
F. The existing appropriation balance of the Project is
not sufficient to cover for the costs of the upgrade; and
G. The total additional appropriation of $4,000,000 for
this project will be funded by a transfer of appropriation
from a number of CIP Technology projects and from the
Techno!ogy Fund Reserve. The details of the funding sources
are summarized in the following table; and
Funding Source Amount
TE-02014(eGov-Web $788,960
Infrastructure)
TE-05001 (SAP Continuous $149,127
Improvement)
Technology Fund Reserve $3,061,913
Total $4,000,000
H. City Council authorization is needed to amend the
2007-08 budget to make available the funds required for the
upgrade for CIP Project TE-07006, SAP Continuous Improvement
Project.
SECTION 2. The Technology Fund Reserve is hereby
decreased by Three Million Sixty One Thousand Nine Hundred
Thirteen Dollars ($3,061,913) with a remaining balance of One
Million Two Hundred Seventy Four Thousand Forty Nine Dollars
($1,274,049).
SECTION 3. Transfer of budget into CIP Project TE-07006,
SAP Continuous Improvement Project from CIP Project TE-02014,
eGov-Web Infrastructure in the amount of Seven Hundred Eighty
Eight Thousand Nine Hundred Sixty Dollars ($788,960) reducing
the appropriation in CIP Project TE-02015 by $788,960.
SECTION 4. Transfer of budget into CIP Project TE-07006,
SAP Continuous Improvement Project from CIP Project TE-05001,
SAP Continuous Improvement in the amount of One Hundred Forty
Nine Thousand One Hundred Twenty Seven Dollars ($149,127)
reducing the appropriation in CIP Project TE-05001 by
$149,127.
SECTION 5. The sum of Four Million Five Dollars
($4,000,000) is hereby appropriated to CIP Project TE-07006,
SAP Continuous Improvement Project.
SECTION 6. As specified in Section 2.28.080(a) of the
Palo Alto Municipal Code, a two-thirds vote of the City
Council is required to adopt this ordinance.
SECTION 7. As provided in Section 2.04.330 of the Pa!o
Alto Municipal Code, this ordinance shall become effective
upon adoption.
SECTION 8. The Council of the City of Palo Alto hereby
finds that this is not a project under the provisions of the
California Environmental Quality Act, and therefore, no
environmental impact assessment is necessary.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:
City Manager
Director of Administrative
Services
ATTACHMENT D
IP
Description: This project includes the upgrade of the existing SAP
environment to ERP 2005 and implementation of SAP’s Industry Specific
Solution for Utilities Industry called SAP IS-U. In addition, new modules
such as Employee Self Service will be leveraged with this upgrade.
Justification: In 2002-2003, the enterprise resource planning (ERP)
project was completed and accomplished its primary objectives, to replace
our aging financial and personnel and payroll systems and to implement
new functionality such as project management, work order, and service
order systems. The ERP project laid the foundation for the City’s
enterprise-wide, application systems. (See Supplemental Information for
continuation).
Supplemental Information: The Upgrade project will take advantage
of that foundation of hardware, software, and knowledge as well as provide
integration across what is now multiple disparate systems. The existing
system used by the Utilities Department, Customer Information System
(CIS) is a legacy system with costly ongoing maintenance and support and
limited functionality.
ClP FACTS:
¯ New
¯ Project Status: Other
¯ Timeline: FY 2007-2010
¯ Percent Spent: 0.00%
¯ Managing Department: Administrative Ser-
vices
¯ Comprehensive Plan: Program T-10
° Board/Commission Review: PTC
IMPACT ANALYSIS:
¯ Environmental: This is not a project under
CEQA.
¯ Operating: $250,000 estimated annual mainte-
nance cost.
Pre-Design Costs
Design Costs
Construction Costs
Other
Total Budget Request
$7,000,000
$7 000~000 ,
$7,000,000
$7,000,000
Revenues:$3,752,465
Technology Fund with the following reimbursements: Electric Fund(S1,783,334); Gas
Source of Funds:Fund(S648,628); Refuse Fund(S481,667); Storm Drainage Fund(S51,448); Wastewater Col-
lection Fund(S192,811); Wastewater Treatment Fund(S290,771); Water Fund(S303,806)
2007-09 Budget Cin, qf’Palo Alto 293