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#21-7936 (Phoenix Business Inc d/b/a Phoenix Business Consulting) PROFESSIONAL SERVICES AGREEMENT (Non-CCNA) Contract # 21-7936 for Professional Services for SAP S/4 HANA Implementation THIS AGREEMENT is made and entered into this 124 day of 4/2fal , 20 22 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Phoenix Business, Inc. d/b/a Phoenix Business Consulting_ authorized to do business in the State of Florida, whose business address is 6021 Midnight Pass Road. Unit 3, Sarasota, FL 34242 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Professional Services for SAP S/4 HANA Implementation (hereinafter referred to as the "Project"), said services being mare fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to. all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or 1,0,,c r ur30 V PSA Single Prnjea Agreement(2022 Vet f►�1.1 other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY, Vikas Pathak, PMP a qualified licensed 1,5. CONSULTANT designates professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"), The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder, The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119,0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Email: PublicRecordRequest(c�colliercountyfl.dov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. ('age 2 ni'30 NA Single Project Agreement 12022 Vet-.I 1 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3, Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1,8, In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT'S performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas, Page 3 of 30 NA Single.Project Agreement 12022 Ver.t) 1,11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by the COUNTY, Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines- CL, edge-of-pavement - EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein, The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2,2. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.4. Providing renderings or models for the COUNTY's use. 2,5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate Page 4 of 30 1 1'SA Single Project Agreement 12022 Vail y Xr;t schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing, 2.6. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office, 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY 's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; Page 5or30 PSA Single I'rgjcct Agreement 12022 Ver.I I d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which the COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned"No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. Page(i ot'30 1'SA Single Protect Agreement[2022 Ver.11 i-r r At% ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5,2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5,1 above. ❑G rant Fund-ed:T-he-hourly-rates as-set-for-th-and-identified-in-SeheduIe-B w,rh eh-is-attached hereto--are-for purpeses-ef-providing-estimatek4ras-rewired-by-the-graflter—agency, ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT, CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY, Puge 7 of 30 PSA Single Project Agreement(2022 Ver.II ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1, CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8,1.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2. To the extent that the Agreement that the work pertains to is a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Sections 725.08(1) & (2), Florida Statutes. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Page 8of30 PSA Single Project Agreement(2022 Ver,I J 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9,3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number, 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of"Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. Page 9 or30 T'SA Single Project Agreement[2022 Vent] 6.) 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder, Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY's prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the sub consulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or(b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, I'age 10()FM) I'SA Single Project Agreement 12022 Ver.I] or that the COUNTY otherwise was not entitled t0 the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pUrsuant to paragraph 12.1 shall ba deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTAN7a remedies against the COUNTY shall be the uame as and be limited to those afforded CONSULTANT under paragraph 12.3. below. 12.3 The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice tVCONSULTANT, In the event Cd such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited tothat portion of the feeen[n8dthnJughthednteofterrninad0O. togethervvithanynatoina8evVithhe|dandanyoOsts --Fea nab|y incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other o[further recovery against the COUNTY, including, butt Unlited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 124 Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papern, records, documents, drawings, models, and other material set forth and described in this Agreon1ent, including those described in Article 8, that are in CONGULTANT's possession o[under its control. 12.5 The COUNTY shall have the power to suspend all o[any portions ufthe services tObeprovided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. |f all ur any portion of the services toba rendered hereunder are so Suspended, the C[}N5ULT/\NT's an|a and exclusive remedy ohoU be to ooeh an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12,6, In the event U\ the COUNTY fails to mgke any undisputed payment to CONSULTANT within forty-five (45\ days after SUoh payment is due or such other time as required by Florida's Prompt / Payment `Act 'or/ii\ the COUNTY otherwise persistently fails tofu|�U some nomtaria| ob|i0mdon owed by the COUNTY to` '[)NGULTANT under this Aonyament. and (ii) the COUNTY has failed to cure such default within fourteen (14\ days of receiving written notice of same from CONSULTANT, then (�ONSULTANTnnoygto''ka'perfornnanceunderthis/\0reementuOd|suchdefmu|tiScUred. aftergivinQ THE COUNTY o second fourteen (14) days written notice of CDNGULTANT'o intention to stop performance under the Agreement. |fthe Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its Subconsu|t8nt or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT May terminate this Agreement by giving written noticetu the COUNTY ofCONSULTANT'n intent to terminate this Agreement. |f the COUNTY does not ouna its default within fourteen M4> days after receipt ofCON8ULTANT'o written notice,(}(]NS—LTANTmgy. uponfou� � ��n 14\ a dit�iono| daye'vvri�ennohoatothe <�[}UNTY. te[rn\nate the � Agreement and recover 0nnn the COUNTY TY payment for Services performed through the termination � date, but in no event. shall CONSULTANT be entitled to payment for Services not performed or any � other damages from the COUNTY, , ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13,1 CONSULTANT warrants that CONSULTANT has not employed or retained any company ur ki | | f� (�ONSULTANT to solicit o[ seo4ns this � person other than a bona fdo employee vvn[ ng ao�y , . � Aoree` -ntondthad (�(�NSULTANThosnotpeidoragreedtnpayanypenann. 00nnpany, 00[po7ad|0O' � / ~ivid.a| or firrn, other than a bona fide employee working solely for C[)NSULTANT, any hse. � ruAr I n[30 � rS^m/ng*r(ti=,xgmonmx\z02zmr,U commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 72 CCNA-Projects ln-accordance.with provisions-of Section--287,0657(5)(a)Flerida-tatutes; the-CONSULTAN agrees--to-e-xecute-the-req-uir d- -ruth--In-Negotiation-Ger-tifieeteratteet ed-hereto and--iraaorperated-herein-es--Sohedule---;--oert+}incd-that-wage-ratcs and-otherfeotual unit-oeste supperting tho oo-rn{ ensatien--for--GONS JL-TANT-s-sewices-te-beRprevided--+.rider this-Agreement-+re asou to-6eR plete-and-eurrent-t thetir e-ef-#he-Agreerrtent---The--GONSUL-T-A-NT-agrees-that--tire eriginal-Agreement prise-and-any-additiens-thereto-shall-be-adjusted-to--exelude-any ig rificant sums by-whioh-the-GOUNT=Y-determines-the er ent-prise-was,-incr-eased-due-to-mass te;-insempleto; or raon-6orrent-verge-rates-and-Other-faetuakueit-oasts;---All-r. ,eh-adjustment- shall-be-made-within one (1)yeaFfell©wing-the-end-ofthis-Agreeme{it✓ ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16,1, All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Clerk of the Circuit Court Finance Department Division Director: Derek Johnssen Address: 3299 Tamiami Trail East, Ste. 403 Naples, Florida 34112-5746 Administrative Agent/PM: Derek Johnssen Telephone: (239)252-7868 E-Mail(s): Derek.Johnssen a collierclerk.com 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States l'uge 12 of 30 I Spa Single Project Agreement[2022 Ver.l) Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Phoenix Business, Inc. d/b/a Phoenix Business Consulting Address: 6021 Midnight Pass Rd, Unit 3 SarasotaLFL 34242 Attention Name & Title: Vikas Pathak, Project Manager Telephone: _(714) 343-2074 E-Mail(s): vpathakAphoenixteam.com/ rfpteam(ci),phoenixtearn,com 16.3, Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17 1 CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing, 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Page 13 o1 3O PM Single Project Agreonant 12022 Vet-11 Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE } Schedule-E GGNA-Projects:TRUT=H-IN-NEC©-TIATICON.-GEf TIF-FGATE Schedule F KEY PERSONNEL Schedule G Other: N/A Solicitation # 21-7936 , including all Attachment(s), Exhibit(s) & Addendum Consultant's Proposal 1 0-❑ Gr-al t Funded-Projects-ln-the--event of-aey-conflict-between-or-among-the-terms f-any-o€ tf e-Go tract-0Qs meats-and/oOho COUNTY's Beard-approved-Exeoutfve-Summafy--the-terms-of-tl e Agreement-shall take-precedence-over-the-terms of-all-other Contract-Deeumenferexcept--th-e-ter 5 of-any--Suppler ental--Grant Gond4ions-shall-tale-precedence-aver-t +e-Agreement:To4he-extent-any cenff at-i r-the-terms-of-the-Contract-Documento-eannet--be-resolve+-by-application-ef-the-Supplemental Gonditian i ny7or-the-Agreement the onflirt*shall-be-resolved-by-i. posing-the-more-strict or-sostty obligation-under-the-Gout aat Documents-upon-tine-GONSUI=-TA I-T-at-the-GOUN-T—Yla liscretion, 17.11. Applicability. Sections corresponding to any checked box ( ]) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18,1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19,1, CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. I At--the-time-this- Agreement-is xeeuted-GON&UL N- shall--sign tond-detiver o--the-GQUNT-Y--the--Truth-In--Negetialien-Certificate-identified--in-Article--l.8-and-attar led hereto-and_made-a-part--hereef-as-Schedule-E CONSULTANT'S compensation shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a hid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or Page 14 of 30 PSA Single Project Agreement[2022 Ver II it repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the Florida state law requirements set forth in Florida Statute, §448.095, as may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. I'agc. 15 of30 CS,A Single I'rojeet Agreement 12022 vet•I J IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above, ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller By: 61-)4111VP ilk° ...r- _.......0-... .----d... Willia'' L. McDaniel, Jr. Chairman Attest as to Chairman's ignature only. ..roved s to • and L gality: L .1111.1 fo / County Attorney ted, L Name Consultant: Phoenix Business, Inc. d/b/a Phoenix Business Consulting Consultant's Witnesses: / 1 ' By: Witness 7),-,,i'. ... /1 .S.,,,,,„kff i• /Pr.1,/.,..1 I /6.11414,•fr' /MN)ii- Name and Title „44,iajer Name and Title lib ,...--- .. - ac.16...... Na' - and Title Page 16 of 30 PSA Single Project Agreement 12022 Ver I I SCHEDULE A SCOPE OF SERVICES 33 a following this page (pages 1 through ) Page 17 of 30 PSA Single Project Agreement 12022 Vcr,I J Request For Proposal (RFP) tt 21-7936 "Professional Services for SAP S/4 HANA Implementation" STATEMENT OF WORK (SOW) FOR SAP S/4NANA MIGRATION SERVICES APPENDIX A—SCOPE OF SERVICES A. COUNTY Key Contacts The following are the COUNTY's key contacts. These individuals have the authority to authorize work to be performed on the COUNTY's system and will be the CONSULTANT'S primary contacts to coordinate support and any changes to be made to the COUNTY's system(s). Contact Name Role Phone Email Marc Tougas Director-Clerk IT (239) 825-0459 marc.tougas@collierclerk.com B. Services The following tasks and key activities are covered by this agreement: Please note that some of the standard methodology tasks and activities were included in the RFP, that may not be applicable for the S/4HANA migration project for the COUNTY. 1 SCOPE TASK 1 - PREPARE PHASE ,,, 1,1.1,1 Data migration to S/4HANA With the SDT Migration approach, the data is migrated between the ECC system and the S/41-IANA system.This process is repeated during the test phases and at go-live. One key difference in this approach is, that the new S/4HANA system can be prepared as part of the normal project work in parallel while the original productive system is still operational. The preparation includes: Page 1 of 33 Request For Proposal (RFP) tt 21-7936 "Professional Services for SAP S/4 HANA Implementation" 1, The conversion to the new HANA database, 2, The conversion to S/4HANA 3. Any adjustments to the configuration (e.g. New G/L) 4. Any adjustments to custom-code S. Users and authorizations and roles 6. Interfaces. During the downtime, only the application data is migrated to the new system. Considering the system size of approximately 820 GB,this leads to a significant reduction in downtime and avoids risks associated with complex cutover plans, The data migration is facilitated by the CONSULTANTS Team Enterprise Transformer(also known as CBS Enterprise Transformer). Where the data structures between source and target system are equal, an easy 1:1 data migration will be applied. Where data structures have changed, the CONSULTANT'S Team Enterprise Transformer will generally utilize the conversion routines provided by SAP but is a flexible way to ensure that the SDT content is converted,too. Please see additional PREPARE Phase Tasks in Table 2: COUNTY S/4HANA Migration . TASK 2 _ DESIGN 1.1,.1,2 Main requirements The main requirements are listed below: 1. The COUNTY is currently using Classic Ledger with Special Ledger for Document Splitting, The offered solution will include document splitting as part of the Universal Journal to continue to support the fund accounting requirements. 2. Historical migration of general ledger data from the Classic Ledger/Special Ledger tables to the Universal Journal is required to be able to leverage the embedded analytics on the complete general ledger history. 3, Enhancement of master data elements: a. Extension of cost centers from 6 to 10 digits (aligned with SAP for Public Sector Best Practices) b. Extension of fund centers from 6 to 10 digits (aligned with SAP for Public Sector Best Practices) c. Extension of funds from 3 digits to 10 digits (aligned with SAP for Public Sector Best Practices) d. Renumbering of GL Accounts e. Renumbering of Commitment items f. Update of Segment field with data derived from the cost center (from profit center assignments)for additional reporting capabilities. Page 2 of 33 Request For Proposal (RFP)# 21-7936 "Professional Services for SAP S/4 HANA Implementation" g. Business partner renumbering h. MRP and Material Ledger updates required as part of S/4HANA Please see additional EXPLORE Phase Tasks in Table 2: COUNTYS/4HANA Migration . TASK 3 - CUSTOM DEVELOPMENT AND UNIT TESTING 1.1.2.3 Data transformation to New G/L The creation of New G/L documents will be done for all data available online in the system.All data of the classic G/L (documents and balances) will be transferred into the structures of the New G/L and Universal Journal.This ensures a consistent reporting. 1,1,1.4 Ledger-Design 1 ledger (US GAAP) will be implemented. All items and balances will be transferred to the leading ledger OL(US-GAAP). Additional ledgers are not required. 1.1,1,5 Implementation of document splitting The COUNTY is currently using Classic Ledger with Special Ledger for Document Splitting. The offered solution will include document splitting as part of the Universal Journal to continue to support the fund accounting requirements. The document splitting feature in the New G/L enables complete balance sheets based on splitting entities. To split existing documents, the CONSULTANTS Team uses SAP standard reports and function modules. This approach ensures that every document being split during the transformation will be identical to a document posted online. We assume that the document split will be implemented based on the following dimensions: Split dimension Zero balance Mandatory field Fund Yes Yes Grant Yes Yes Segment Yes Yes Page 3 of 33 Request For Proposal (RFP) #21-7936 "Professional Services for SAP S/4 HANA Implementation" The following documents will be split ex-post: Document i Relevant since Approx.Line items All documents + open postings from From due date 10/01/2022 TBD prior years Funds and grants are currently used in Special Ledger tables. In a first step,the enrichment of Fl documents with funds and grants is necessary. For this step, the COUNTY is providing mapping rules for the derivation of funds and grants based on e.g.,accounts/controlling elements or other criteria. Profit centers and segments are currently not in use and need to be enriched in Fl documents. The COUNTY is providing mapping rules for the derivation of segments from profit centers assigned to cost centers. Funds, grants, profit centers, and segments will be enriched for all transactional data in FY 2023 and open Fl documents with due date of September 30, 2022. To minimize manual re-work, the CONSULTANT'S Team recommends using the New G/L posting logic in the productive system at least at due date of New G/L activation. For the period of time between the due date and go live, the validations of Fl documents are recommended to ensure correctly posted documents. Dimensions in documents posted prior to the due date will be enriched according to the CO account assignments within the documents. If a pre-enrichment is not possible, the document will be manually enriched after the split or a dummy entry will be implemented. The CONSULTANT'S Team will handle the ex-post document splitting as follows: • Initial document splitting for all relevant documents—predecessor documents, open items, documents of the current fiscal year • Provision of an error log to the CONSULTANT'S Team with the following content: o Errors due to missing account assignments o Errors due to wrong (splitting) customizing o Errors due to hidden fields (e.g., funds, profit centers, segments) • Customer will handle all customizing related issues.After adjustments,the CONSULTANT'S Team will split the documents again. Page 4 of 33 Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" • Documents that could not be split due to missing predecessor document or missing CO assignments will be updated via a default profit center(which can be defined in customizing) and (technically) split again. Splitted Number of Action after iteration 1 1 Action after iteration 2 documents Iterations Predecessor 2 Provision of an error log by Update of fields with documents the CONSULTANT'S Team dummy funds and grants Adjustment of customizing and(technical)re-split. errors by the ; CONSULTANT'S Team Open items 2 ! Provision of an error log by Update of fields with the CONSULTANT'S Team dummy funds and grants Adjustment of customizing and (technical) re split. errors by the CONSULTANT'S Team Documents of 2 Provision of an error log by Update of fields with current fiscal year the CONSULTANT'S Team dummy funds and grants Adjustment of customizing and (technical) re-split. errors by the CONSULTANT'S Team The CONSULTANT'S Team is offering the execution of document splitting for all historical data (2022 and before) as an option. 1.1.1.6 Renumbering of objects As part of the project,the COUNTY would like to renumber the following objects: Object Activity Cost centers Renumbering from 6 to 10 digits(aligned with Best Practices) Funds centers Renumbering from 6 to 10 digits (aligned with Best Practices) Funds Renumbering from 3 to 10 digits(aligned with Best Practices) Page S of 33 Request For Proposal (RFP) #21-7936 "Professional Services for SAP S/4 HANA implementation" G/L accounts Renumbering to be defined Commitment items Renumbering to be defined Business Partners Renumbering to be defined The COUNTY will provide a mapping for the mentioned objects.The renumbering(1:1 mapping) will be executed for all historical data. 1.1.1.7 MRP and Material Ledger updates required as part of 514 HANA Material ledger is currently not in use and will be technically activated to satisfy the needs of S/4HANA. 1.1.1.8 Production system affected The following live source systems and target systems will be part of the transformation: System Source Target Information/Release PROD X SAP ERP 6 EhP 7 HANA 2.0 PROD X SAP 5/4 HANA 2020 on Premise 1.1.1,9 Other transformation-relevant systems For the target system landscape, we anticipate the following transformations: System Transformation Approach An empty copy the PROD converted to S/4HANA as the target system. Project System (target) This is an exclusive test system for the project.The CONSULTANT'S Team ET Enterprise Transformer*will be used to transform the system in test cycles(unit tests and integration tests). Project System (Source) A complete copy the PROD on ECC as the static source system. System copy of the project system after the conversion to S/4 Development System by the ordering party.This system will become the new Development System once S/4 is live. GA System System copy of the production system after the go-live by the ordering party Page 6 of 33 Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" In addition to the aforementioned ERP systems, there is no provision for further conversions by the CONSULTANT'S Team in other systems, 1.1.1.10 Transformation method To facilitate transformations in SAP systems, the CONSULTANT'S Team ET Enterprise Transformers supports several approaches, which essentially differ in terms of the downtime duration and the Customizing effort associated with the Enterprise Transformer: The CONSULTANT and COUNTY will jointly determine the best approach: Transformation Customized ET+ System method Standard ET Customized ET NZDT consolidation Near-zero Zero downtime General approach Downtime Downtime downtime Adjusted to CONSULTANT'S Customer-specific Customer-specific Pre-delivered requirements (usingdelta (using delta ET content content (object definition, object splits,and handling) handling) soon) Adjusted to Adjusted to Adjusted to CONSULTANT'S CONSULTANT's CONSULTANT's Team Team Team Database handling Standard requirements requirements requirements (view generation, (view generation, (view generation, index index index optimization,and optimization,and optimization,and so on) soon) so on) SAP Basis consulting by No YeS Yes Yes CONSULTANT'S Team Customer required to optimize Usually not Yes Yes Yes hardware? Performance monitoring during No Yes Yes Yes the transformation Considering the predefined number of transformation objects and the associated volume, we anticipate that the "Standard ET" method will be used to minimize downtime. if, during the project, it comes to light that the downtime available is less than expected or that the Page 7 of 33 Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" transformation itself will take longer than planned, an alternative approach can be used. However, this does not form part of this proposal. By using the CONSULTANT'S Team ET Enterprise Transformers you gain the following benefits: • Transformation date can be freely defined.The date is completely independent from fiscal year end/beginning. • CONSULTANT'S Team is providing customized,CONSULTANT Team specific transformation instead of fixed scenarios.Transformations are combinable with other transformations e.g., New G/L implementations, chart of account transformation, etc. • Transformation of historical data into S/4HANA and new G/L structures is ensured.All historical documents appear as posted in S/4HANA. CONSULTANT Team is also able to enrich historical data e.g., profit center, functional areas, document split. After the migration, you can switch off old systems. • The ET®tool enables automated reconciliation process of totals and balances and offers specific analysis tools for identifying wrong posting logic, missing or incorrect master data • No separate SAP New G/L migration service needed. 1.1.1.11 Downtime during the live transformation In the context of this proposal, we anticipate a technical downtime (exclusive use of the system by the CONSULTANT'S Team) of approximately 48 hours for the transformation. Preparatory and downstream activities performed by the CONSULTANT's Team (for example, backup,validation,and function tests)will not form part of the downtime specified and will need to be added to determine the total downtime. The downtime refers to the complete system. In other words, entities not affected by the transformation (e.g., other SAP clients, non-affected company codes, all interfaces) will also not have any access to the system during this time. An initial estimate of the actually required downtime will be made after the transformation of the first integration test has been executed and specified in concrete terms iteratively (that is, from test cycle to test cycle). Page 8 of 33 Request For Proposal (RFP) #21-7936 "Professional Services for SAP S/4 NANA Implementation" IZ R,lttsr dutGnUnur �� Ifn€serrtcarydcsfhtilinnot ofolttlonoi ourfor fore rtrr(iuiir.rttnm E i] � 7, Pik 1... I, I H , j Go Live Upon request, the "CONSULTANT'S" Team can provide support for a (partly) automated conversion if this is commissioned separately. 1.1,1,12 Selection and Mapping I Both the selection complexity and logic as well as the mapping complexity and logic are key cost drivers in a transformation project. Any changes to these parameters during the project frequently incur additional costs and greater risks, Therefore, an initial, stable definition is one of the success factors for a transformation project. 2.1,1.13 Selection complexity The selection specifies which system data forms the content of the transformation. In the simplest scenario, all system data is considered. In other words, there are no restrictions, The "CONSULTANT'S" Team ET Enterprise Transformers provides the option to specify, on a "CONSULTANTS"Team or project basis, which data will form part of the selection. in particular, at the upper levels of an SAP organizational structure (for example, the company code), it is relatively easy to map the selection. On the other hand, very specific selection criteria (for example, selected profit centers, product groups or similar) increase the complexity of the selection. The following table describes the selection complexities defined as a basis for this proposal,along with their percentage distribution: Page 9 of 33 Cat) Request For Proposal (RFP)it 21-7936 "Professional Services for SAP S/4 HANA Implementation" Selection { Percent- Description Complexity age • No restriction of the selection logic for each Low transformation object. For each object,either no 100% data or all data is transferred. • Restrictions pertaining to organizational data (for example, certain plants only,company codes, materials,vendors and so on) Medium • Restrictions at header level of the transformation 0% object • Low to medium dependencies on other transformation objects • Restrictions pertaining to other characteristics(for example,fiscal years) High • Restrictions at item level of the transformation 0% object • High dependencies on other transformation objects • Same criteria as "High";the effort associated with Very High • implementing the selection for one object exceeds 1I0% two days 1 2.1.1.14 Mapping complexity The mapping complexity determines the effort associated with the technical implementation. Simple mappings are based on structured mapping tables that assign a new value to old values. More complex mappings are dependent on conditions or require specific programming of the logic to determine the target value. The following table describes the various mapping complexities. The percentage distribution underlying this proposal is also shown: Mapping Percent Description Complexity age • Fixed value assignment or 1:1 assignment (single target field depends on precisely one source 50% Low field at the same hierarchy level) • Set a prefix or suffix. Page 10 of 33 CM) Request For Proposal (RFP)#21-7936 "Professional Services for SAP SR HANA Implementation" Mapping Percent Complexity Description I age p Y • Mapping refers to more than one source field at the same hierarchy level or at a superior hierarchy Medium level 50% (for example, MRP controller depends on the plant and material group). • Programming of the mapping required • Reading of data from other objects/database tables required • Data from subordinate hierarchy levels is required for the mapping(for example, item category High defines the order type). 0% • Enrichment of incomplete table structures (for example,enrichment during a transformation from classic General Ledger Accounting to General Ledger Accounting(new)or enrichment of historical data from non-SAP systems) Very High • Same criteria as "High';the effort associated with 0% implementing a single mapping exceeds two days 1.1.1.15 Unit Test Test Objective Criteria • The tests are conducted by the CONSULTANT'S Team consultants Technical check and—if possible—CONSULTANT Team's IT employees. of data by • The tests aim at verifying the details of the migration concept on Unit Test CONSULTANT an object by object basis.An overall integration of the migrated Team and data cannot be ensured. CONSULTANT ' • The tests can be performed on parts of the data—no full load is in Team IT all cases required. • The transformed data is not always suitable for further processing. 1,1,1,16 Additional assumptions Defining specifications regarding selection and mapping complexity at the start of the project will ensure a high-quality transformation. Page 11 of 33 Request For Proposal (RFP) #21-7936 "Professional Services for SAP S/4 HANA Implementation" Nonetheless, it may be necessary to change these parameters during the project. Depending on the extent of these changes, this may result in fundamental changes to the setup of the transformation software. To ensure that successful implementation of the live conversion and adherence to the timeframe are not endangered, such adjustments are permitted only up to a certain time. The following list describes the framework conditions that need to be observed: • Mapping and selection adjustments:Changes to the mapping logic and selection logic are no longer permitted after the second last test cycle • Changes to the mapping content are no longer permitted after the acceptance test • Timeframe for mapping content:The information required for the mapping content must be provided no later than two weeks before the start of each transformation • There will be no release upgrade of an SAP system involved in this project during the project runtime A differing procedure can only be selected after discussion and risk estimation with the responsible CONSULTANT's Team project manager. Please see Custom Development Tasks in the REALIZE Phase in Table 2: COUNTY S/4HANA Migration . TASK 4 - INTEGRATION TEST (CYCLE 1 AND 2) 1.1.1.17 Tests and Go-live Number of test cycles The following tests form part of this proposal: • One unit test • Two integration tests • One acceptance test • No performance test Page 12 of 33 Wit' Request For Proposal (RFP)ti 21-7936 "Professional Services for SAP S/4 HANA Implementation" The following list describes the various test cycles based on the following criteria: • Content • Persons responsible for conducting the tests • Volume of data migrated • Suitability of data migrated for further processing • Post-test mapping changes • Volume of custom developments transferred • Authorizations • Cutover issues • Acceptance relevance Test j Objective Criteria • The test is conducted by the CONSULTANT Team's user department, • All master data,selected transaction data, and selected historical data Is transferred. Content- • Further processing of the master data is fundamentally guaranteed. related • Transformed transaction data can be processed further to a limited Integration check of data extent only. Test J. followed by • This test is used to perform a complete evaluation of the functional a process implementation requirements and detects incomplete functional test requirements or functional requirements that have not been agreed between teams. • Extensive authorizations form part of this test implementation. • The test system is prepared using the first draft of the cutover plan. • The test is conducted by the CONSULTANT Team's user department. • All master data,transaction data,and historical data is transferred for € I the integration test. • Further processing of all data is guaranteed. • After the test,fundamental changes to the mapping logic and Content selection logic are no longer permitted. related Integration check of data • Test errors are categorized accordingly and resolved before the start Test 2 followed by of the acceptance test. a process • This test is used to perform a complete evaluation of the functional test Implementation requirements and detects incomplete functional requirements or functional requirements that have not been agreed between teams. • The test is conducted with the relevant target authorizations. • The test system is prepared using a refined draft of the preliminary cutover plan. Page 13 of 33 Request For Proposal (RFP)tt 21-7936 "Professional Services for SAP S/4 NANA Implementation" Please see Integration Test Tasks in the REALIZE Phase in Table 2: COUNTY S/4HANA Migration . TASK 5 - USER ACCEPTANCE TEST • The acceptance test is conducted by the COUNTY user departments. • For the acceptance test,all master data,all relevant transaction data,and all relevant historical data is transformed. • Further processing of the master data is guaranteed. • Transformed transaction data can be processed further. Simulation • Changes to the mapping are no longer permitted. Acceptance of the o Test g • Test errors are categorized accordingly.After the test,category 1 live errors are no longer permitted (refer to the"Acceptance"section for information about the various error categories). • The test is conducted with the relevant target authorizations. • The test system is prepared using a refined draft of the preliminary cutover plan. • Test result are accepted by the user department. Please see User Acceptance Tests (UAT) in the REALIZE Phase in Table 2: COUNTY S/4HANA Migration , TASK 6 - TRAINING EXECUTION (TRAIN THE TRAINER) Develop train the trainer materials and conduct "train the trainer". The objective of this activity is to train the key user/super user who will be involved in testing.The key user/super user will in turn train the end users. CONSULTANT will train the super users using the"train the trainer" approach. Training materials will be developed collaboratively by COUNTY key users and CONSULTANT'S Consultants for use in Training.Training materials will be specific to the COUNTY's functionality and not generic SAP training materials, Training materials may include PowerPoint presentations highlighting the changes in the SAP S/4HANA system, and recorded videos. If there are any licenses (e.g., SAP EnableNow, Adobe video editing software, InVideo, etc.) required for the development of these materials it is the responsibility of the COUNTY to procure them.All training should be completed prior to Go-Live. Page 14 of 33 Request For Proposal (RFP) #21-7936 "Professional Services for SAP Sf4l HANA Implementation" TASK 7 - PRODUCTION CUT-OVER Conduct cut-over to the Production environment and make system ready to use :1.1.1.18 Go-five and support Once it has been released for the go-live, the CONSULTANT's Team will perform the technical transformation in the production environment in the same way as the conversion previously conducted for the acceptance test, The relevant standards and logs required to ensure that the conversion is audit-compliant will be considered and created respectively. TASK 8 - MONTH HYPER-CARE STABILIZATION SUPPORT After the go-live, the CONSULTANT'S Team will provide go-live support during a 6-week stabilization phase in accordance with the scope described in the project plan. 2 PROJECT ARTIFACTS T.1.1.1 Transformation documentation Next to the SAP standard reports the transformation documentation includes the following documents/logs created by CBS's ET Enterprise Transformer as standard: • Transformation logs: o Log files O Spools o Copies of the relevant database tables generated within the scope of the transformation • Comparison files (for example, balances before and after the transformation) • Migration concept A detailed definition of the documentation scope will be described in the migration concept and agreed with the CONSULTANT's Team. 2.1.1.2 System Prerequisites Providing the test environment and performing test transformations are important success criteria for a transformation project. Page 15 of 33 "NO Request For Proposal (RFP) #21-7936 "Professional Services for SAP S/4 HANA Implementation" This proposal is subject to the following system landscape prerequisites: • A target SAP system with Release S/4HANA 2020 must be available at the start of the project. • Two isolated sandboxes/test systems will be available in addition to the normal SAP environment(one target system on 5/4 and one source system on ECC) • To ensure that the source and target can be reconciled with one another,the source system for transformation tests must not change for verification purposes. In other words, the source system must be locked against changes during testing. • The test systems must reflect the latest developments and data. • The ordering party will provide a process that will enable the CONSULTANT'S Team to independently perform transports from the development system to the test systems within a maximum timeframe of 15 minutes. • The test systems will be refreshed from the production systems prior to every test cycle.4 test system refreshes have been agreed upon. • In order to obtain verifiable information about data transformation runtimes, tests must be executed in a test system of similar configuration and performance corresponding to the production system. • Reliable statements in relation to transformation runtimes cannot be made until after the first integration test. The volume of data to be implemented and the performance of the hard-and software (server, database,file system access) used are the two most important factors here.The cost and effort associated with measures to improve performance are not part of this proposal. • For the duration of the project, the CONSULTANT'S Team consultants will be assigned the SAP_ALL role or a comparable CONSULTANT Team-specific role for all project-specific test systems. • CONSULTANT Team and CONSULTANT Team ET Enterprise Transformer°specific roles will be assigned to the CONSULTANT'S Team employees based on specification by the CONSULTANT Team project manager • The CONSULTANT'S Team will perform a system backup before the start of the live transformation. • The CONSULTANT'S Team will provide a sufficiently large downtime window for the technical conversion and system reconciliation by the CONSULTANT Team's user departments. • Authorizations for the live transformation will be provided in a similar way to authorizations for the test systems. Page 16 of 33 Request For Proposal (RFP) N 21-7936 "Professional Services for SAP Sja HANA Implementation" 2.1.2 PROJECT SCHEDULE& ACTIVITIES project timeline The project is expected to take 13 months to complete (includes 6 weeks of post Go-Live support). In the following Figure, we present the tasks and activities mapped to project phase (e.g.,- Preparation, Explore, Realize, Deploy, and Support). Please refer to the Figure below for Project Activities by Phase. Page 17 of 33 0 a C- E 0 u 4- 0 4' -._.._......__..2 � 1 N en F`l g O. niit riVi 1 a Zc -CS 0 z 2 u F- ++ : n g iii m +�+ _...__.�.... as x y 4.• rN lii # Z x 3 a 17 u a vi n Q 5 ii vs CD U- a �_.,.--- — —_ _ — 0 M L. a =" as a a tr 0 < r g ° _ as co cm �_ _ a o �' C rn F ,� o.6 Si C a a .c a w 2 9 -� ___- . ._ _ f 0 CO vs ' I Pg > €� a a A' tey a s: a 6 0 ait Er i n. ,,, ,� 0 Y k Sr.N bs G " 7 a tvs ..y I Cr C AO vl L./ 0 E a a Z Z M O -1u Z03 t c E a) o t) v ° 0 CO © 0ro 3 V •_, a • m as -o o 'c L. 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Remote Support/On-Site Support It is presumed that the support services delivered under this agreement will be delivered partly onsite and partly remotely. D. Escalation process The following people shall be contacted if the customer feels the project needs to be escalated to receive additional attention: Escalation Level Contact Phone Email Level 1 Vikas Pathak (714)343-2074 vpathakPohoenixtearn.com Level 2 Hanif Sarangi (512) 557-4731 hsaranei c phoenixteam.cam Phoenix Master Services Agreement(MSA)-EXHIBIT 1 Page 24 of 33 h^t€}t Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" .1.3.9 ASSUMPTIONS-REVISED Our Timeline, LOE, and NTE cost were generated with the following assumptions taken into consideration: Table 2: Project Assumptions-Revised fl Assumption The quoted price is based on the scope and schedule outlined in the scope section 1 of this SOW. Any changes to scope will be managed via the project change control process and may be subject to changes in price. All commercial offers outlined in this proposal assume that COUNTY awards CONSULTANT Team the work package in its entirety. However,we understand that 2 there are situations where the COUNTY might want us to work with other vendors which are not part of our original bid. The price quote for this proposal assumes that the project starts as scheduled and 3 runs without break in schedule (other than weekends and holidays) for the proposed term of the project. We are proposing a combination of both onsite and offsite resources in the staffing 4 plan. Methodology The Project will follow SAP's Activate methodology. In addition, the COUNTY will be open to adopting the Best Practices in SAP Public Sector implementation and 5 use CONSULTANT Team's business accelerators, systems, and procedures to address the COUNTY's requirement. The developed solution will follow standard functionalities based on leading practices. Any deviation from standard functionalities will be subjected to change control. 6 Revised Assumption:The goal of the developed solution will be to follow standard functionalities based on leading practices. Deviations from standard practices that lead to unnecessary programming or significant additional work by CONSULTANT may be subject to change control and will be discussed and negotiated with the COUNTY during the course of the project. COUNTY will implement decision-making and problem resolution processes in 7 order to achieve on-time, on-budget project completion. It is expected most Phoenix Master Services Agreement(MSA)- EXHIBIT 1 Page 25 of 33 CA } Request For Proposal (RFP)#21-7936 "Professional Services for SAP 5/4 HANA Implementation" decisions and/or problems will be resolved within a two-day time period. COUNTY agrees to make all reasonable efforts to make decisions within a two (2) day window. It is understood that not all decisions may be resolved in the two (2) day timeframe;however,COUNTY agrees there is a one(1)week maximum timeframe. If the timeframe is not met, the project schedule and associated costs may be impacted COUNTY will identify and empower process owners for core process areas 8 accountable for owning the process vision and driving the adoption of common processes across the organization. COUNTY will review project deliverables and sign-off on deliverables in line with mutually agreed schedules. COUNTY will create a design control board with the responsibility of maintaining the Integrity of the developed design. The design control board will be responsible 10 e for reviewing business requirements that cannot be met by standard SAP. COUNTY will ensure that requests for additional functionality that are outside the agreed scope of the project are rejected unless agreed levels of additional 11 resources are made available to the project and managed through the change control process. -.. COUNTY will ensure that effective mechanisms exist to manage potential scope creep, (addition of incremental tasks, activities, etc., outside of the designated 12 scope change management process), to minimize the risk to cost, resources and timeline, which could risk the implementation timescales of this project. Where decisions cannot be made by the defined program structures, COUNTY will provide an effective escalation route, including a decision maker of last resort, 13 agreed at the start of the project. Necessary Delegation of Authority will also be put in place in case of unknown circumstances decision maker is unavailable. CONSULTANT Team assumes COUNTY currently has controls in place that meet their reasonable assurance that their operating objectives are being achieved and applicable laws and regulations are being complied with. Any project delays due 14 to COUNTY Internal Audit or similar compliance function to review and sign-off that the process and systems design to comply with internal standards will be managed via the change control process. COUNTY will notify CONSULTANT Team of any change in circumstances that may 15 ----1 lead to a change in requirements, scope or approach. Phoenix Master Services Agreement(MSA)- EXHIBIT 1 Page 26 of 33 t1 Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" 111111 Assumption Steering Committee will oversee the project and CONSULTANT Team will be 16 represented on the Steering Committee by the CONSULTANT Team Project Manager COUNTY will be responsible for ensuring sufficient representation to workshops during the fit gap phase. Non-compliance could lead to decision making and design 17 delays which could negatively impact the vendor which is not covered under the fixed amount for fit gap. Delays caused by the lack of COUNTY resources to complete the fit gap will be for the account of the COUNTY. 1111. Software&Third Party Systems For this Project,COUNTY is responsible for procuring the licenses to implement the project. Should there be any discrepancy in licenses, COUNTY is responsible for procuring all software licenses. COUNTY will be responsible for any additional costs 18 and project delay costs due to lack of needed software and/or software license compliance activities. CONSULTANT Team will advise COUNTY if during the course of the project that additional software may be required prior to installing or using such software. The COUNTY will provide access to all systems, information and staff required to perform the defined services, Where these systems, Information or staff are 19 managed or held by third parties, the COUNTY will ensure that appropriate access rights are agreed with these third parties. - The COUNTY will adopt the software implementation strategy for the 3rd party 20 software in accordance with the CONSULTANT Team methodology. 111.11 Facilities&Support Hours The COUNTY will make available necessary facilities for Consultant personnel while 21 on-site including: • Office space and supplies 1.-1 • Internal and external telephone service I • Email, internet and network access • Administrative support as required (i.e., large volume copying or word processing) I •• Remote access to the systems. E The COUNTY will ensure that CONSULTANT Team staff has reasonable access to all 22 relevant COUNTY sites and 3rd party partner locations. Phoenix Master Services Agreement(MSA)- EXHIBIT 1 Page 27 of 33 CAA Request For Proposal (RFP)#21-7936 "Professional Services for SAP 5/4 HANA Implementation" Assumption Both parties agree to work overtime when required to meet project timelines; 23 significant overtime resulting from COUNTY's delays will follow the change control process. General Resources COUNTY will staff the project with an agreed number of personnel as specified in 24 this proposal. They should have in-depth understanding of COUNTY's existing operations. The COUNTY's staff will be, as much as possible, dedicated to this engagement. 25 with appropriate back-fill being provided for their previous business roles. CONSULTANT Team on site Team members and COUNTY project Team members 26 will be co-located for the duration of the project. The COUNTY will empower its project Team members to make decisions,especially 27 as they relate to process changes. All staff is expected to take normal vacation and holidays throughout the course of 28 the engagement except during stages of the project where their presence is critical. All vacation and holiday requests will be approved by the joint project managers. When appropriate, CONSULTANT Team consultants may work from an off-site 29 location. RICEFW Development The proposal has a fixed number of hours reserved for the project implementation 30 (see high level resource plan) RICEFW Estimates will be validated during the Explore/Fit Gap stage. Data Migration The COUNTY will be accountable and responsible for validation of the transformed, 31 pre-load and loaded data. Data Migration Strategy and Conversion will need to be approved by the COUNTY. Major support will be required from the COUNTY during all the phases of data 32 migration (mapping, transformation, etc.). „wm Any manual conversion and/or additional data acquisition necessary will be 33 performed by COUNTY personnel.CONSULTANT Team will advise of additional data needs and formats. Phoenix Master Services Agreement(MSA)- EXHIBIT 1 Page28of33 Request For Proposal(RFP) #21-7936 "Professional Services for SAP S/4 HANA Implementation" mil Assumption The COUNTY will be responsible for providing data in agreed timelines during trial cut over runs and go live cut over.CONSULTANT Team will not be held responsible 34 for delays in go live due to bad or incomplete data. 35 Integration Legacy analysis, programming or remediation which will be performed by and managed by COUNTY staff or COUNTY's controlled third parties. Revised Assumption: All legacy custom code (z/y tables & codes) will be analyzed 36 and remediated for compatibility with S/4HANA by CONSULTANT. The COUNTY has started a Unicode conversion. The CONSULTANT'S strategy involves starting with a Unicode compliant system. To avoid unnecessary testing the Unicode conversion project can be stopped at this time. L37 The COUNTY will be responsible for integration testing of the end-to-end interface. The effort and costs related to the decommissioning of the legacy environments 38 will be the COUNTY's responsibility County will be responsible for providing data in agreed timelines during trial cut 39 over runs and go live cut over. CONSULTANT Team will not be held responsible for delays in go live due to bad or incomplete data. Testing County will be responsible for securing licenses for any tools for testing. CONSULTANT Team will provide suggestions on what is the best tool to purchase if necessary. 40 Revised Assumption; Solution Manager CBTA and Panaya are two of the CONSULTANT'S recommended testing tools that can be used to assist with testing, Integration testing is the responsibility of the COUNTY's resources. The 41 CONSULTANT team will provide guidance in this process. The project will follow the CONSULTANT Team methodology for testing,escalation 42 and resolution of issues. 43 Unit testing, integration testing,and configuration testing are included and will be in according to CONSULTANT'S Team's testing methodology. Phoenix Master Services Agreement(MSA)- EXHIBIT 1 Page29of33 yet; Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" Assumption 44 Integration testing includes one cycle of testing only, Revised Assumption:CONSULTANT will perform the following test cycles as part of this project: • One unit test • Two integration tests • One user acceptance test 45 I-We will have a testing cycle dedicated for users called user acceptance testing. 46 Security features testing will be included in Integration Testing Training The project will follow the CONSULTANT's Team methodology for training. 47 CONSULTANT learns training methodology incudes 2 broad types of training - project team training and end user training. 48 __1 The project will adopt the Train-the-trainer approach. Technical training and customization training will be done as part of knowledge transfer to COUNTY staff. Knowledge transfer will be in a form of on-the-job 49 training where the team will be shoulder-to-shoulder working on the configuration and issue resolution. Others We are expecting that during the contract negotiation portion of the project that we will be given the chance to clarify some of our assumptions. We feel that we can save the COUNTY or defer some investment after we give our opinion on how to better approach the implementation. Revised Assumption:This assumption came from CBS. Essentially,CBS is operating under the assumption that activities to be performed for the COUNTY will be SC similar to those at Arapahoe. CBS could perform a quick system analysis using its migration tool which would give us all the information we need to finalize the approach and plan and to provide any recommendations to the COUNTY, CBS's thought here was to let the COUNTY know it was operating under some assumptions based on past public sector projects, and if any of them were inaccurate, we may be able to reduce the cost. It is highly likely however that the Phoenix Master Services Agreement(MSA)-EXHIBIT 1 Page 30 of 33 Request For Proposal (RFP)#21-7936 "Professional Services for SAP 5/4 HANA Implementation" estimate will not change from what we originally offered considering there is not much variance in the public sector customers. We are confident that the Selective Data Transfer approach proposed is the best option forward for the COUNTY. Our team will be onsite as required for the project This includes onsite time periods 51 during Explore phase for design work and during Realize phase for testing Our team will be onsite as required for the project This includes onsite time periods 52 during Explore phase for design work and during Realize phase for testing 53 The COUNTY will be responsible for Integration testing, and UAT The following table shows our Data Transformation Assumptions: Table 3: Data Transformation Assumptions # Dati Transformation Assumptions 1�f The COUNTY will ensure,that all business functions and add-ons are compatible to S/4HANA.The Readiness Check will show any incompatibilities. 2 The COUNTY will take ownership to provide solutions for the "must dos" identified by the Simplification Item list. CBS does offer consulting support to conceptualize and configure solutions as part of a contingent of consulting time.Any data related adjustments will be part of the migration services. Revised Assumption: CONSULTANT will perform changes to configuration identified during the upgrade.Examples of this are: Business Partner activation, Material Ledger configuration, new ledger Design for FI, etc. 3 New G/L will be implemented with document split. The document split is performed for the current fiscal year. No zero-balancing is being considered, but can be added. 4 New Asset Accounting will be introduced. — this is pure configuration and should be handled by the partner. Customer must provide mapping for the ledger migration. Phoenix Master Services Agreement(MSA)- EXHIBIT 1 Page 31 of 33 Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" The COUNTY plans to remap some GL accounts/ commitment items and will provide a mapping of old versus new accounts. The CONSULTANT'S Team will merge these accounts during the migration. 5 hedger-will- Revised Assumption: Strike this assumption. 6 Material ledger is currently not in use and will be activated to satisfy the needs of S/4HANA. Revised Assumption: This is one of the S/4HANA requirements, Activation will be performed by the CONSULTANT. 7 In finance and logistics, the entire history of data is migrated, 8 The scope of modules is as follows: Fl CO, SL, FA, FM, BCS, CJ, PS, MM/IM, AP, AR, PY,OM, and Business Workflow. Revised Assumption: All of current functionality used in ECC as part of the COUNTY's current environment will be in Scope as part of this project. 9 Revised Assumption: Strike this assumption. 10 Code adaptation to S/4HANA is done by the COUNTY. Revised Assumption:This will be performed by the CONSULTANT. 11 Details of the system landscape for the project, development freeze and parallel maintenance will be clarified during the planning phase of the project, 12 The target release is S/4HANA 2020. Revised Assumption:The target release will be the latest available from SAP at the time of the time of the project migration. 13 l The database size of the current system is approximately 820 GB, __ 14 The system is converted in a big-bang approach, _ Phoenix Master Services Agreement(MSA)- EXHIBIT 1 Page 32 of 33 rj Request For Proposal (RFP)#21-7936 "Professional Services for SAP S/4 HANA Implementation" 15 Business Partner will be implemented by partner in ECC prior to the transformation activities and will be migrated 1:1 into SAP S/4HANA'. Revised Assumption: Business partner to be activated by the CONSULTANT prior to 1:1 migration from ECC to S/4 i Phoenix Master Services Agreement(MSA)-EXHIBIT 1 Page 33 of 33 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/item Description Lump Sum Time and Materials Not-To-Exceed 1 Prepare Phase Completed $ $151,813.44 2 Design Completed $ $303,626.88 3 Custom Development Unit Testing completion $ $151,813.44 4 Integration Test (Cycle 1 & 2-)completion $ $303,626.88 5 User Acceptance Test completion _... mm_ $ $151,8.13.44 6 Training Execution completion $ $151,813.44 7 Go-Live (Production Cut-over) $ $151,813.44 8 1 Month Hyper-care Stabilization Support $ $151,813.44 9 Reimbursables (Travel Costs) $ $140,111.20 $ _ $ $ $ $ $ $ $ $ $ $ $ . .. $ $ �. $ $ $ $ _. $ $$ $ $ _.� $ $ $ $ $ $ $ .$ry Total Lump Sum Fee $ ,, Total Time and Materials Fee $ GRAND TOTAL FEE $1,658,245.60 Page 18 o130 RSA Sinitic Project Agreement[2022 Vet.l j i 110) B.2.2. f/i* Time and Material Fees: The fees noted in Section 8.2,1, shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.2.1. Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B 2:3- --Lt+mSure+-Fees Tho-feec noted-in-Seetw7 �—sl all--eonetftete-the-Iurep-su eaount-Wto be-pate-#a-GONSk3L-TANT-f r-the-per#orsi anee-ef-the-€3asic er ioes. T-here-shell-be-no-ovelli e-pay without the--GOI-INT-Y e-prior-wr+tteR-approval- B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.1,1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. 8.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section B.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out- of-pocket expenses incurred in the performance of all such services, 8.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- Page 1')of 3(1 PSA Single Project Agreement 12022 Vcr.l payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 8.3,2, Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3,4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project, 8.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use, B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 8.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. Page 20 of 30 f'SA Single Project Agreement[2022 Ver SCHEDULE B—ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Project Executive $150,00 Project (director I Manager 150,00 Technical Solutions Architect $1 50.00 Integration Architect $150.00 Functional Consultant $140.00 Transformation Architect $285,00 Transformation Lead $220.00 SAP Fiori Developer $80.00 Sr. Basis Consultant $120.00 Technical Developer(embedded analytics) $80.09 OCM Lead $120,00 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. ❑ t under-# he-abe ►eur4y4atcs are fef-pt aces-e€-w-evading-estirnate(s), as required by the grantee-aageney- Page 21 af'3Q 1'SA Single Project Agreement(2022 Ver.I C ,C) 1 SCHEDULE C PROJECT MILESTONE SCHEDULE Number of Calendar Days For Completion Task/Item from Date of Description Notice to Proceed for Services under this Agreement 1 Prepare Phase Completed 30 Days 2 Design Completed 180 Days 3 Custom Development Unit Testing 240 Days Completion 4 Integration Test (Cycle 1 and 2) completion 300 Days 5 User Acceptance Test completion 330 Days 6 Training Execution completion (Train the 330 Days Trainer) 7 Go-Live (Productions Cut-over) 360 Days 8 1 Month Hyper-care Stabilization Support 402 Days Page 22 of 30 PSA Single Project Agreement 12022 Vet II SCHEDULE D INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice, In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the Page 23 o130 r'SA Sin ra Project A(,recmeto I2022 Ver.l right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10, WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? Yes (___I No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability- The coverage must include Employers' Liability with a minimum limit of $ 100,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? El Yes No 12. Maritime Coverage(Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes EN No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? N Yes r j No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $ 2,000,000 aggregate. I'figc 24 of 30 I'SA Single.Project Agreement 12022 Vet.t I %(l B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you. Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly, Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? Yes rill No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? U Yes ® No 17, AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? E Yes W No Business Auto Liability: Coverage shall have minimum limits of $ Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement? (_,,,,_] Yes 11 No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? LI Yes C No Cyber Insurance: Coverage shall have minimum limits of$i.00o,000 Per Occurrence. Page 25 tof 30 PSA Single Prnjcct Ag,rceiuent(,:022 Yer.I I )( 20. UMBRELLA LIABILITY. Required by this Agreement? ❑ Yes No A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis, B, The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? El Yes rJ No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance, Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter, CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and Ptigc 26 of 30 NA Singly:Project Agreement[2022 Vcr.l r*(a the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1, The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5, Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D I'ag 27 of 30 1'SA Single Praject Atrcctnenl 12022 Ver.l] [01This schedule is not applicable. SC H EDUL-E-E TRUTH-1 N-N EGOTIATION-GERTIFIGATE. In-compliance-with-the Gensultante-Gornpetitive-Negotiation-Act;-Section--287,0,56;-F1ofida Statutes; fGompanyls name) hereby-certifies-that-wages-,--ratespFejeGt and-other-factual-unit-costs-supporting-theaompensation-for-the services-of-the-GGNSUL-TAN-T-to-be-provicied-under-the-Professional-Services-Agreementreoncerning is accurate-completeand-current-as-of-the-time-of-contracting, BY: TITLE: DATE: Page 28 of 30 l'SA Singh:Project Agucrnutt 12022 Va,1 CAO SCHEOULEF KEY PERSONNEL _-____' ----- Nmrne �ema�Dne| {�mte�ory Percentm�eof --- Time Hanif8o ' -�ro 5% ------ --- ----- --�otEx�uuUv� V|kaePathak ProjectManager __1296 ' Joseph Thompson _ Qua||ty Assurance/ Best Practices 12% K4adhuKo||o Technical Solutions Architect 2596 �O�` Ba� �a||�wm� -Finance ---' F| Y6 Matt Wing nonce 50 �P. nnJUVvad| HCK4 50q6____ ' Oudna Lavllais Organizational Change,Management(C}CM) _ 12% � — Joh8nnesSema| Data Transformation _ 5OY6 -- Zenub Rouf Data Transformation __5096 ~ __ -- -- � | -- --- _ _ _ - [Inge 29m[30 vSAnmum Project xure*m,mp^22 Ver,/i SCHEDULE G Other: (Description) E following this page (pages through ) II this schedule is not applicable Page 30 of 30 I'SA Single Project Agreement(2022 Ver.II Ac ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `.►� 03/11/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT EDMUND PERLAS PERLAS INSURANCE SERVICES c (818)543-1403 FAX (A/C.No.Ext): ( C,No): (818)543-1134 107 E.WARM SPRINGS ROAD LAS E-MAIL ADDRESS: edmund@perlasinsurance.com VEGAS, NV 89119 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: PHILADELPHIA INDEMNITY INSURANCE CO. 18058 An,XV INSURED INSURER B: HARTFORD INSURANCE COMPANY 19682A+xv PHOENIX BUSINESS INC. INSURER C: DBA:PHOENIX BUSINESS CONSULTING INSURER D: 6021 MIDNIGHT PASS RD.,#3 INSURER E: SARASOTA FL 34242 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 100,000 COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ X CLAIMS-MADE OCCUR MED EXP(Any one person) $ 5,000 A X PHPK2299943 07/29/2021 07/29/2022 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 7 POLICY JECOT- LOC $ AUTOMOBILE LIABILITY (COM EaaBI EDISINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED X PHPK2299943 07/29/2021 07/29/2022 BODILY INJURY(Per accident $ AUTOS AUTOS ) X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ X UMBRELLA LIAR OCCUR I EACH OCCURRENCE $ 3,000,000 A EXCESS LIAB CLAIMS-MADE X PHUB777233 07/29/2021 07/29/2022 AGGREGATE $ 3,000,000 X DED RETENTION$ 10K $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N X TORY LIMITS ER Ia. OFFICER/MEMBER EXCLUDED?ANY ECUTIVE N/A 57 WEC AB7G6L 06/14/2021 06/14/2022 E.L.EACH ACCIDENT $ 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 TECHNOLOGY E&O EACH OCCURRENCE -$2,000,000 A $50K DEDUCTIBLE PHPK2299940 07/29/2021 07/29/2022 GENERAL AGGREGATE-$3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED. GENERAL LIABILITY IS PRIMARY AND NON-CONTRIBUTORY WAIVER OF SUBROGATION APPLIES IN FAVOR OF THE CERTIFICATE HOLDER. INCLUDES NETWORK SECURITY PRIVACY INJURY(CYBER LIABILITY)WITH LIMITS OF$5M PER OCCURRENCE AND$10M GENERAL AGGREGATE. TECHNOLOGY E&O IS ALSO KNOWN AS PROFESSIONAL LIABILITY. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS. Naples, FL 34112 AUTHORIZED REPRESENTATIVE RFP # 21-7936 ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD