PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is entered into as of the Effective Date defmed below by and between SAP
Public Services, Inc., with offices at The Ronald Reagan Building, International Trade Center, 1300 Pennsylvania Avenue, NW, Suite
500/ North Tower / Gray, Washington, DC 20004, (hereinafter "SAP") and Sedgwick County, with offices at 525 N. Main, Wichita,
KS 67203 ("hereinafter "County").
RECITAL
WHEREAS, County acquired from SAP the right to Use SAP Software pursuant to the Software End-User License Agreement ("EndUser Agreement") effective April II, 2001, between SAP and County. All terms set forth in the End-User Agreement and referred to
herein shall have the same meaning as set forth in the End-User Agreement unless otherwise specifically modified by this Agreement.
WHEREAS, SAP provides, through its employees and third party contractors ("Consultants"), software consulting and professional
services ("Services") in support of installation and implementation of the Software in the United States which County desires to
obtain.
NOW, THEREFORE, In consideration of the mutual promises and obligations in this Agreement, the sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1.
Scope/Statement of Work
SAP hereby agrees to provide to County and County hereby engages SAP to provide, on the terms and conditions hereinafter set
forth, such software consulting and professional services (the "Services") with respect to such project or projects (the "Projects").
The intent of this Agreement is for the Services to be completed in the detail described in the Statement of Work, which is
attached to the Agreement as Exhibit A and incorporated herein. No additional Services will be provided unless mutually agreed
to in writing by the parties through the Change Order process.
2.
Services to be Performed
2.1. Services To Be Performed by SAP.
SAP will provide Consultants proficient in the installation and implementation of the applicable SAP Software at County's
direction in accordance with the terms of the Statement of Work that references this Agreement and is attached hereto and
made a part of this Agreement. All Services of the SAP Consultants will be coordinated with the designated County
representative. The County is responsible for making the necessary internal arrangements for the carrying out of the
Services in accordance with the Statement of Work. The Statement of Work more fully describes the scope and duration of
the Services, and the responsibilities of the Parties.
2.2. Project ManagerslKey Personnel
Each party will endeavor in good faith to maintain one person in the Project Manager capacity during the term of this
Agreement. Each party will also endeavor in good faith to maintain the same Key Personnel during the term of this
Agreement. For the purposes of this Agreement, SAP's Key Personnel include all Functional Consultants and County's Key
Personnel include all Module Leads. Each Party's Project Manager will have responsibility until the completion of the
Services as provided for under the Statement of Work and will be the other Party's primary contact person. If either party
determines in good faith that the other's Project Manager or any Key Personnel are not qualified to fulfill the responsibilities
of their position, as defined in the Statement of Work, that party shall substitute such individual with a qualified replacement
subject to the other's approval. Each party will not reassign or replace its Project Manager or any Key Personnel without
written thirty (30) day notice to the other, except for extenuating circumstances. Should either party's Project Manager or
any Key Personnel leave the employ of the party during the term of this Agreement, the party will make a good faith effort
to present to the other party an individual with equal or greater qualifications as a replacement subject to the other party's
approval, which will not unreasonably be withheld.
2.3. Reassignment of Non-Key Personnel
Each party may reassign, without the other party's consent or consultation, such party's personnel other than the Project
Manager or any Key Personnel to different tasks or to other projects as such party will deem necessary; provided, however,
that each party will use reasonable efforts not to reassign any personnel in a way that would unreasonably interfere with or
disrupt the services provided hereunder. This Section is subject to each party's rights as delineated in 2.2 above.
2.4. Satisfaction with Performance.
If at any time County or SAP is dissatisfied with the material performance of an assigned Consultant or a County project
team member, the dissatisfied party shall immediately report such dissatisfaction to the other party in writing and may
request a replacement. The other party shall use its reasonable discretion in accomplishing any such change.
3.
Project Monitoring and Review
All Services performed by SAP under the terms of this Agreement shall be provided on a time and expense basis and are at and
under the direction of the County per the guidelines set forth in the Statement of Work.
The Parties together will continuously monitor progress and status throughout the project, and will formally review project status,
and provide written sign-off for milestone completion in the following way:
At the completion of each milestone in the ASAP implementation methodology delineated in the Statement of Work, and/or at
such other times as may be agreed, the Parties' Project Managers shall together formally review status of the project budget,
scope, schedule, and quality of work at that point in time.
During these formal Project Reviews, the Project Managers will identify any required changes, deficiencies, and/or additions to
the project budget, scope, schedule or quality of work. If the changes, deficiencies, and/or additions identified in a formal review
are determined by the Parties to result in changes to the overall project budget, scope, schedule, or quality of work, this
Agreement shall be modified in writing in accordance with the Change Order procedure described below. Disputes regarding the
project monitoring and review process that can not be resolved by the Parties' respective Project Managers shall be handled
pursuant to applicable dispute resolutions provisions contained herein. SAP Services under this Agreement are warranted in
accordance with the terms of Section 26 herein.
Upon the successful completion of each milestone in the ASAP implementation methodology delineated in the Statement of
Work, the County Project Manager will sign a Milestone Completion form. If the County Project Manager has not signed or
rejected a Milestone Completion form within 5 business days of receipt, such milestone will be considered approved by the
County. If a milestone is rejected by the County Project Manager, both Project Managers shall mutually agree on a schedule and
approach for revising that milestone, and if applicable under either Section 4 or Section 26 herein, discuss an approach for SAP
reperformance of the work under that milestone or any other approach to address issues causing rejection, and the parties shall
agree upon a date to review completion of that milestone. Upon final Project Review, as set out in the Statement of Work herein,
the Project Managers will sign a Project Completion form.
4.
Change Orders
The Parties may at any time, as a result of a Project Review or otherwise, agree to make changes to the budget, scope or schedule
to be performed under the Agreement by a written modification to the Agreement ("Change Order") executed by the Parties. The
nature of these changes include, but are not limited to, additions to or deletions from any services, changes to the schedule,
changes due to inadequate facilities, technical infrastructure or performance of a party's personnel, changes to key final decisions,
and/or changes that increase or decrease the project budget. The Project Managers shall together determine whether a project
change requires a Change Order. All changes which revise the project budget shall result in a documented Change Order. All
changes that do not require a Change Order shall be documented through the Project Review process in accordance with Section 3
above.
4.1 All Change Orders shall be subject to the following terms:
A.
Disputes regarding Change Orders shall be handled pursuant to applicable dispute resolution section contained herein;
B.
Each Change Order relating to any Services and referencing this Agreement shall be issued as a modification to this
Agreement incorporating all of the terms and conditions of this Agreement, and signed by both Parties;
C.
In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any
Change Order, the terms and conditions of the Change Order shall control; and
D.
In the event, the parties fail to perform under a Change Order, the Dispute terms and conditions of this Agreement shall
govern.
E.
SAP shall not perform any Services that require, in either party's request for a change, a revised budget until such
Change Order is executed by both parties.
4.2 Location
The Services to be performed pursuant to any Change Order shall be performed at the location specified in the Change Order
(the "Site").
5.
Project Schedule
SAP and County agree that they shall diligently perform project work under this Agreement according to the schedule set forth in
the Statement of Work or applicable Change Order. Material delays in the planned project completion schedule, represented by
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the work effort described in the Statement of Work, caused directly by a Party's acts or omissions, if such are not resolved
through the Review and/or Change Order process, or otherwise cured, shall constitute a breach of this Agreement.
6.
Term and Termination
6.1 Term.
This Agreement shall be effective as of the Effective Date specified below and shall remain in effect until final Project
Review as set out in the Statement of Work and Section 3 herein, or until terminated either for convenience, breach or
default, as set out herein. Thirty days written notice to the breaching party is required. In the event of termination, County
shall remain liable for payment to SAP for all Services provided prior to the date of any such termination, in accord with the
applicable Statement of Work or Change Order, to the extent such Services are not the subject of a good faith dispute.
6.2 Termination for Breach or Default
Either Party may immediately terminate this Agreement, by giving written notice of termination to the other, upon the
occurrence of any of the following events:
A. A Party breaches any of its material obligations under this Agreement and does not cure the breach within thirty (30)
calendar days (or such other time period, not less than thirty (30) calendar days, as may be reasonably agreed by the
Parties under the circumstances) after the non-breaching Party gives written notice describing the breach in reasonable
detail.
B. A Party dissolves or liquidates or otherwise discontinues substantially all of its business operations.
C.
County fails to pay to SAP, within thirty (30) calendar days after SAP makes written demand therefore through the
invoice process, any past-due amount payable under this Agreement that is not the subject of a good faith dispute.
6.3 Termination for Convenience
Notwithstanding any other provision of this Agreement, County may terminate this Agreement for any reason it determines,
in its sole discretion, that such termination is in its best interest. In such event, the County shall provide written notice to SAP
and termination shall be effective no earlier than thirty (30) days from the date and time specified therein. This Agreement
shall terminate as of that date. In the event of such termination for convenience, SAP shall be paid for all Services provided
and applicable expenses incurred through the date of such termination which are not the subject of a good faith dispute.
6.4 Effect of Termination
Termination of this Agreement and/or any Change Order shall not limit either party from pursuing any other remedies
available to it, including injunctive relief. The parties' rights and obligations that shall survive termination of this Agreement
and/or any Change Order are set forth in Section 30.
7.
Dispute Resolution
7.1 Internal/External Dispute Resolution
In the event of any dispute or disagreement between the parties which, in either party's opinion, does not require immediate
legal relief, whether with respect to the interpretation of any provision of the Agreement, or with respect to the performance
of either party hereto, each of the parties will appoint its representative to meet for the purpose of endeavoring to resolve such
dispute or negotiate for an adjustment to such provision. If a resolution to such dispute does not occur during such meeting,
the parties agree to elevate the dispute to the Vice President level of SAP and the Chief Financial Officer of the County. If
either of the representatives at this level concludes, after a good faith attempt to resolve the dispute, that amicable resolution
through continued negotiation of the matter at issue does not appear likely the parties may agree to try in good faith to settle
the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association [or other
applicable local rules that provide substantive and fair guidelines] or by any other legal means necessary. Other than as
related to SAP's intellectual property rights, no formal proceedings for the judicial resolution of such dispute, except for the
seeking of equitable or injunctive relief, may begin until the dispute resolution procedure is completed.
7.2 Situs
If trial is required to resolve any disputes between the parties, the proceedings to resolve the dispute shall be held in any State
or Federal Court in the State of Kansas. This provision shall not be construed to prevent a party from instituting and a party is
authorized to institute formal proceedings to avoid the expiration of any applicable limitation periods.
8.
Compensation
In consideration for the Services performed by SAP pursuant to this Agreement, County shall pay SAP as follows:
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8.1 Price
The services will be charged to the County on a "time and expenses" basis, not to exceed $1,555,150, including expenses.
Expenses will not exceed 15% of the invoiced amount for labor hours. "Not to exceed", for the purposes of this Agreement,
shall mean that the specified (in the Agreement or a subsequent Change Order) "not to exceed" amount is the amount
currently budgeted by the County and available to the County to spend on this project. SAP agrees that it will not perform
services for the County that exceed the specified "not to exceed" amount unless the amount is amended by a subsequent
Change Order. SAP and the County agree that "not to exceed" does not mean that SAP agrees to perform all services
outlined in the Agreement, SOW or any subsequent Change Order for the not to exceed amount. SAP is not obligated to
incur (except for Warranty re-performance of Services as may be applicable hereunder), and County is not obligated to pay
for costs in excess of this amount unless the amount is changed by the Parties through the Change Order process described
herein, however, SAP agrees to use all reasonable efforts to perform such services within the not to exceed amount.
As used in this Agreement, "time and expenses" means that SAP will charge the County the agreed upon hourly rate
specified in section 8.2 below for services provided, plus actual associated expenses approved by the County Project
Manager.
8.2 SAP Compensation Rates
SAP's hourly rate of compensation under this agreement are the following hourly rates for each listed consulting position.
Function
Project Manager (K5)
Basis Consultant (K2)
Human Resource Lead Consultant (K5)
Payroll Lead Consultant (K4)
Technical Development Consultant (ABAP) (K2)
Time/Attendance Consultant (K2)
Rate
$225.00 per hour
$142.50 per hour
$225.00 per hour
$190.00 per hour
$142.50 per hour
$142.50 per hour
8.3 Travel, Meals, Lodging and Other Expenses
County will pay travel, meal, lodging and other expenses to SAP that are incurred directly in conjunction with SAP's
provision of Services under this Agreement and documented in an invoice. Expenses invoiced to the County will not exceed
15% of the labor hours invoiced. All invoices shall be subject to approval by the Sedgwick County Project Manager.
8.4 Payment
SAP will invoice the County monthly, on a time and expenses basis, for Services and associated expenses incurred. SAP will
use commercially reasonable efforts to verify the accuracy of invoices. Terms for dispute resolution as set out in this
Agreement apply to disputed invoices. The SAP Project Manager and the County Project Manager shall approve and signoff on SAP consultants weekly time sheets. As long as SAP invoices are in accord with such timesheets and with the
expense limitations as set forth in Sections 8.1 and 8.3, above, the County Project Manager will approve such invoices for
payment.
8.5 Payment Calculation Upon Termination
Because payment hereunder is based upon time and expenses, in the event of termination under this agreement by either
party, any amount owed SAP will be calculated based solely upon payment for hours worked and expenses incurred by SAP
to the point of termination, which are not the subject of a good faith dispute.
9.
Records, Reports And Inspection
Availability of Records. SAP agrees to make any and all of its records, books, papers, documents and data relating to this
Agreement available to County, or the authorized representative of a State agency with statutory oversight authority, for the
purpose of making audits, examinations, excerpts, copies and transcriptions at any time during the term of this Agreement and for
a three (3) year period following final payment under the terms of this Agreement.
10. Confidentiality
Each Party's Proprietary and/or Confidential Information shall be handled by both parties in accordance with the terms of the
End-User Agreement. Despite the terms of the End-User Agreement, the County shall have the right to comply with all statutes,
administrative rules and orders, and court rules and orders regarding the County's duty to provide to third parties records or
information in County's custody and/or control, or the County's duty to prohibit provision of such records or information in
County's custody and/or control. The County agrees to provide SAP with any available notice and/or opportunity to contest any
disclosure of SAP Proprietary Information, as such notice and/or opportunity is available under the applicable statute,
administrative rule and order, and court rule and order.
11. Independent Contractor
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11.1 General
It is agreed that the legal relationship between SAP and County is of a contractual nature. SAP is at all times acting as an
independent contractor and not as an officer, agent, or employee of County. As an independent contractor, SAP, and employees of
SAP, will not be within the protection or coverage of County's worker's compensation insurance, nor shall SAP, and employees of
SAP, be entitled to any current or future benefits provided to employees of County. Further, County shall not be responsible for
withholding of social security, federal, and/or state income tax, or unemployment compensation from payments made by County
to SAP.
11.2Taxes
The parties will cooperate in good faith to minimize tax liabilities to the extent legally permissible. County is exempt from
paying taxes and will provide SAP with a tax-exempt certificate. Notwithstanding these statements, any taxes or amounts in lieu
thereof paid or payable by SAP in respect of any such taxes or the fees invoiced in accordance with this Agreement (excepting
only taxes on net income) shall be for County's account, including such additional amounts (including individual federal and-or
state and-or local income taxes, gross receipts, per capita, etc.) as may be incurred by SAP personnel performing Services and
which result from this Agreement. Such tax reimbursement contemplates the potential taxability by the federal and/or state(s)
and/or local government authorities for reimbursement of living and travel expenses being treated as taxable income to such
personnel. SAP shall notify County in writing prior to incurring such tax liability and County shall have thirty (30) business days
to respond in writing to SAP that County will authorize such costs, or direct SAP to avoid incurring such costs. If the County
directs SAP to not incur such costs and SAP complies by removing SAP resources from the project, then SAP will replace those
removed resources with functionally equivalent SAP resources at the same hourly rate as the replaced resources.
12. Insurance
SAP shall maintain in full force and effect during the term of this Agreement and any future Change Order the insurance policies
and coverages listed in this Agreement or as modified by any future Change Order, which policies shall be issued by a responsible
carrier selected by SAP. SAP shall deliver to County, upon reasonable request, Certificates oflnsurance evidencing such
coverages. Minimum limits for coverage are as follows:
•
General Liability Insurance
$500,000 per occurrence
•
Workers Compensation
Per State Statutes
•
Employers Liability
$100,000 Bodily Injury By Accident
$500,000 Bodily Injury By Disease
$100,000 Bodily Injury by Disease - each employee
•
•
Business Auto (Owned & Non-Owned
Property/Contents
$500,000 Combined single limit per occurrence
The SAP agrees to maintain fire and extended coverage on all property,
real or personal, belonging to the SAP. County will also maintain fire
and extended coverage on all property, real or personal belonging to the
County.
•
The Sedgwick County Board of County Commissioners and Sedgwick County, Kansas shall be named as an
additional insured with respect to the General Liability and Business Auto insurance coverages.
•
•
13. Force Majeure
Except for the failure to make payments when due, neither party will be liable to the other by reason of any failure in performance
of this Agreement, the Statement of Work, or any future Change Order if the failure arises out of acts of God, acts of the other
party, acts of governmental authority, fires, strikes, delays in transportation, riots, war, or any cause beyond the reasonable control
of that party. If any such event delays performance, the time allowed for each performance shall be appropriately extended.
14. Subcontracting for Work or Services
No contract will be made by SAP with any third party for furnishing any of the Services to be furnished by SAP under this
Agreement without the prior written approval of the County. County hereby consents to SAP's use ofCVR Consulting as a
subcontractor hereunder. SAP will be responsible for its obligations under this Agreement regardless of whether the obligations
are performed by SAP, its subcontractors, third parties, or agents on its behalf, and each of SAP's subcontractors, third parties,
and/or agents will be subject to the same obligations and rights as SAP under this Agreement.
15. Progress Reports
SAP will prepare and submit to the County's Project Manager written progress reports every two weeks. The content and format
of such reports will be mutually agreed upon between the County and SAP. These reports will be in such form that the County's
Project Manager will be able to determine the hours worked by each SAP representative and the nature of that work.
S
16. Notices
Any notice required or pennitted to be given to a party under this Agreement or any future Change Order shall be given in writing
by placement in the U.S. mail, postage prepaid, registered, or certified, addressed to the other party at the address which is set
forth under the signature blocks of this Agreement or to such other address as may be substituted by notice to the other party. All
notices shall be effective upon receipt.
17. No Third Party Beneficiaries
The provisions of this Agreement and all future Change Orders are for the sole benefit of the parties, and not for the benefit of any
other persons or legal entities.
18. Severability
If any part or parts of this Agreement or any future Change Order are held invalid by a court of competent jurisdiction, the
remaining parts of this Agreement or the applicable future Change Order will continue to be valid and enforceable.
19. Authority To Contract
19.1 Affirmation of Legal Authority.
SAP assures it possesses legal authority to contract these services; that resolution, motion or similar action has been duly
adopted or passed as an official act of SAP's governing body, authorizing the signing of this contract, including all
understandings and assurances contained therein, and directing and authorizing the person identified as the official
representative of SAP to act in connection with the application and to provide such additional infonnation as may be
required.
19.2Required Documentation.
Domestic (Kansas) corporations shall 1) furnish evidence of good standing in the fonn of a Certificate signed by the Kansas
Secretary of State. Foreign (non-Kansas) corporations shall furnish evidence of authority to transact business in Kansas, in
the fonn of a Certificate signed by the Kansas Secretary of State.
20. Personnel
20.1 Qualified Personnel.
SAP represents that it has, or shall secure at its own expense, all personnel required in perfonning the services under this
contract. Such personnel shall not be employees of County. All personnel engaged in the work shall be fully qualified
according to the provisions of this contract.
20.2Minimum Wages.
If applicable to SAP, SAP will comply with the minimum wage and maximum hours provisions of the Federal Fair Labor
Standards Act.
21. Prohibition Of Conflicts Of Interest
21.1 Interest of Public Officials and Others.
No officer or employee of County, no member of its governing body, and no other public official who exercises any
functions or responsibilities in the review or approval of the undertaking or carrying out of this project shall participate in any
decision relating to this contract which affects such person's personal interest or the interest of any corporation, partnership,
or association in which such person is directly or indirectly interested; nor shall any officer or employee of County or any
member of its governing body or other public official have any interest, direct or indirect, in this contract or the proceeds
thereof
21.2Interest of SAP.
SAP covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in
any manner or degree with the perfonnance of services required to be perfonned under this contract. SAP shall establish
safeguards to prohibit its employees from using their positions for a purpose that is or gives the appearance of being
motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or
other ties.
2 1.3 Notice to Bidders.
Requests for proposal or invitations for bid issued by SAP to implement this contract will provide notice to prospective
bidders that County's conflict of interest provision is applicable in that contractors who develop or draft specifications,
requirements, statements of work and/or RFP's for a proposed procurement shall be excluded from bidding or submitting a
proposal to compete for the award of such procurement.
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22. Assignment
Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either party without
the prior written consent of the other, provided however, that SAP may subcontract all or part of the work to be performed under
this Agreement to a qualified third party if approved in accordance with Section 14 above.
23. Compliance With Applicable Laws, Service Standards And Required Procedures
23.1 Service Standards and Procedures.
SAP shall perform the services set forth in this contract in compliance with applicable standards and procedures specified
herein which cover the specific purpose, goals and objectives of this Agreement.
23.2Governing Law.
This contract shall be interpreted under and governed by the laws of the State of Kansas, without reference to its conflicts of
law principles.
23.3Compliance With Law.
SAP, as a provider of services, shall comply with all local, state and federal laws and regulations applicable to SAP, in
carrying out this Agreement, regardless of whether those legal requirements applicable to SAP are specifically referenced in
this Agreement.
24. Equal Opportunity And Affirmative Action
In carrying out this Agreement, SAP shall comply with K.S.A. 44-lO0 1 et seq.
24.1As applicable, SAP shall observe the provisions of the Kansas act against discrimination and shall not discriminate against
any person in the performance of work under this Agreement because of race, religion, color, sex, disability, national origin,
or ancestry.
24.2As applicable, in all solicitations or advertisements for employees, SAP shall include the phrase "equal opportunity
employer" or a similar phrase to be approved by the Kansas Human Rights Commission.
24.3IfSAP fails to comply with the provisions ofK.S.A. 44-lO31, requiring reports to be submitted to the Kansas Human Rights
Commission when requested by that Commission, SAP shall be deemed to have breached this Agreement and it may be
canceled, terminated or suspended, in whole or in part, by County.
24.4 If SAP is found guilty of a violation of applicable portions of the Kansas act against discrimination under a decision or order
of the Kansas Human Rights Commission which has become [mal, SAP shall be deemed to have breached this Agreement
and it may be canceled, terminated or suspended, in whole or in part by County.
24.5SAP shall include the applicable provisions of paragraphs 24. through 24.5 inclusively of this section in every subcontract or
purchase order issued in relation to this Agreement so that such provisions will be binding upon such subcontractor or SAP.
25. Work Product.
25. 1All rights, title and interest in any Extension or Modification shall be governed by the terms set forth in the End-User
Agreement.
25.2County agrees that any and all ideas, concepts, or other intellectual property rights related in any way to the techniques,
knowledge or processes of the SAP Services and deliverables provided under this Agreement ("SAP Technology"), whether or
not developed for County, are the exclusive property of SAP, and SAP shall have the sole and exclusive right, title and ownership
to such technology. SAP agrees that such SAP Technology shall be available to County, and County shall have the right to Use
all such SAP Technology in accordance with the End-User Agreement, this Agreement, and Exhibit A (Statement of Work) to
this Agreement.
26. Warranty.
26.1 SAP warrants that its Services shall be performed consistent with generally accepted industry standards. For any breach of
this warranty, County's sole and exclusive remedy shall be, at SAP's sole option, reperformance of the unsatisfactory
Services at no additional cost to the County or repayment of all fees and expenses associated with the unsatisfactory Services.
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26.20THER THAN AS DESCRIBED IN SECTION 26.1 ABOVE, SAP MAKES NO WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER.
27. Limitation of Liability.
ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR UNAUTHORIZED USE AND/OR
DISCLOSURE OF PROPRIETARY INFORMATION, UNDER NO CIRCUMSTANCES SHALL SAP, ITS CONSULTANTS
OR LICENSEE BE LIABLE TO EACH OTHER OR TO ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF
DAMAGES IN EXCESS OF ONE AND A HALF TIMES THE FEES PAID, DUE AND OWING HEREUNDER, OR BE
LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR
BUSINESS PROFITS (EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE AND/OR DISCLOSURE OF
PROPRIETARY INFORMATION), WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY
AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE
OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Limitation of Liability set forth above does not apply to tangible property damage, or personal injury, including death, caused
by the gross negligence of the parties. The parties agree to indemnify, defend and hold harmless each other from and against any
and all liabilities, damages, losses, claims, suits or judgments, and expenses (including reasonable attorney fees) that the parties
may incur for injury to or death of persons caused by a party's gross negligence in performing the scope of work under this
respect to tangible property damage caused by the gross negligence of a party, such indemnity shall be limited
Agreement.
to the extent of that party's insurance coverage.
'\ith
28. The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be
construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of
either party to exercise or avail itself of any right, power or privilege that is has or may have hereunder operate as a waiver of any
breach or default by the other party.
29. This Agreement, including all applicable Statements of Work and Schedules thereto, constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written or oral,
relating to the same subject matter. No modifications, amendments, or supplements to this Agreement shall be effective for any
purpose unless in writing and signed by the parties. Any purchase order or other document issued by County is for administrative
convenience only. In the event of any conflict between the provisions of this Agreement, and any purchase order, the provisions
of this Agreement shall prevail and govern and any additional terms in the purchase order or other document shall be inapplicable.
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30. Survival.
Sections 6.4,7.,7.1,7.2,8.5,9,10,25,25.1,25.2,26.2,27 and 28 shall survive any tennination of this Agreement.
31. Effective Date. This Agreement shall be effective as of April 22, 2002, ("Effective Date").
IN WITNESS WHEREOF, the parties have so agreed as of the Effective Date.
County:
By:
Name:
Title:
Date:
SAP:
Ben iortino, Chainnan
Board of County Commissioners
S-J-O:;z.
~~: ~anstftk~
Title:
Date:
Attest
Don Brace, County Clerk
Approved as to fonn:
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VP and Assistant General Counsel
4,.. 30-odr-
Exhibit A
Statement of Work
effective April 22, 2002
to
Professional Services Agreement ("Agreement")
between
SAP Public Services, Inc. ("SAP")
and
Sedgwick County ("Licensee" or "County")
This Statement of Work, and Appendix A and B, attached, and the terms and conditions
of the SAP Professional Services Agreement, having an Effective Date of April 22, 2002,
describe the Services to be provided to Licensee in support of the implementation of the
SAP Software (the "Project"), which is hereby incorporated by reference, as authorized
by Licensee by signing this Statement of Work.
The following details the work effort and assumptions between SAP and Sedgwick
County.
1. Work Effort
The work effort for the Project is defined by A) the purpose and scope of the Project, B)
the Project plan, C) the Project milestones associated with each Project phase and
associated estimated schedule dates, and D) the responsibilities of the parties.
A. Project Purpose and Scope
The purpose of the Project is to implement a new Human Resources and Payroll
business solution for Sedgwick County using the standard functionality provided
by SAP software. The version that will be implemented will be version 4.6c HR-
ps.
The scope of the Project will be defined during Blueprint, and will include the
following:
•
•
•
•
•
•
Sedgwick County's organizational structure, and reporting hierarchy
Detailed management of employee data, including employee personal data
(master data), and employee payroll data
Employee time capture (full time, part time, and temporary) using CATS
(Cross Application Time Sheet) and ESS (Employee Self Service)
Time evaluation and time management, inclusive of accruals/quotas/leaves,
tracking and reporting
Management of Employee Benefits programs
Compensation Management
I
•
•
•
•
•
•
•
•
•
•
Gross to Net Payroll, Inclusive of:
o Off cycle payments
o Regulatory reporting
o Posting to Financials
o Third Party Remittance
o Year-end processing
Reports (as identified in the completed business blueprint)
Access/security authorization profiles defined according to user roles
Standard SAP workflows to streamline processes and approvals. Any
workflow requirements falling outside of standard workflows will be
evaluated for inclusion into the Project scope during completion of the
business blueprint.
Recruitment including applicant tracking, vacancy monitoring and recruitment
reporting
Performance appraisal reporting, monitoring and entry
Qualifications and Task Catalogs
Training and Events
Grievance tracking
Employee Self Service (ESS) configuration. (Note: Functionality roll out to
the organization will be determined during the blueprint phase. However, all
elements ofESS functionality pertinent to Sedgwick County will be
configured during the implementation.)
Additionally, the entire future state business solution for the Sedgwick County
SAP Human Resources and Payroll system will be defined in the business
blueprint. The functionality that will actually be configured and implemented on
January 1, 2003 will be determined at the end of the business blueprint phase of
the implementation. This functionality will be the complete Project scope.
Functionality contained in the business blueprint but not implemented by the
estimated January 1, 2003 "go-live" could be implemented in future Project
phases but will not be considered part of this Project.
B. Project Plan and Project Timeline
A detailed Project plan will be developed and communicated to all Project team
members and Steering Committee members once SAP consulting resources are
on site at Sedgwick County. The Project plan will follow the ASAP
implementation methodology which includes the following Project phases: 1)
Project Preparation, 2) Business Blueprint, 3) Realization, 4) Final Preparation,
and 5) Go-Live and Support.
Each task on the Project plan will have an expected start date, planned
completion date, and the resources responsible for completing that task. The
initial Project plan will be completed as part of the Project Preparation phase.
The Project plan will be revised as necessary throughout the Project to
incorporate more detailed tasks as they become known. Appendix "A," which is
attached hereto and incorporated by reference, represents the initial work effort
2
and dates estimates. This will fonn the basis for developing the detailed Project
plan.
The Project start date is anticipated in April 2002 with a planned January 1, 2003
"Go-Live". The Project is expected to conclude April 21, 2003.
C. Project Detail
As stated above, the Project will follow the ASAP implementation methodology.
As such, the following are key Project milestones for each phase of the Project as
well as the estimated completion date for each phase. Milestone completion will
be detennined by the Project Monitoring and Review process outlined in the
Professional Services Agreement.
Phase I: Project Preparation - Estimated Completion Date: Mav3. 1001
•
Initial Project Plan - documents all Project tasks, planned completion
dates for those tasks, and identifies the resource( s) responsible for
completing those tasks.
Responsibility: SAP and Sedgwick County Project Managers
•
Project Standards - defines the documentation and Project reporting
processes that will be used throughout the Project.
Responsibility: SAP and Sedgwick County Project Managers
•
Project Team Orientation - communicates the Project expectations to
all team members, confinns and clarifies Project plan tasks, and identifies
Project measures of success.
Responsibility: All SAP and Sedgwick County Project team members
Phase II: Business Blueprint-Estimated Completion Date: June 14.1001
•
Detailed Future State Business Process Flows - documents in
graphical fonn the step-by-step process of how the future state business
processes will be perfonned. This includes not only steps within the SAP
system but those elements that lie outside of the SAP system as well.
These process flows will be incorporated as part of the Business
Blueprint Document.
Responsibility: SAP functional consultants and Sedgwick County HR /
Payroll module leads
•
Gap Analysis Document - documents the significant differences
between the current business processes and the future state business
processes and is incorporated as part of the Business Blueprint
Document.
Responsibility: Sedgwick County HR / Payroll module leads, SAP
functional consultants, and Sedgwick County Change Management Team
3
•
Key Performance Indicators (KPl's) - identifies statistics that will be
used to measure, analyze, and improve the value added processes and
business perfonnance of the County's human resource management
system. These KPI's will be incorporated as part of the Business
Blueprint Document.
Responsibility: Sedgwick County HR / Payroll module leads and SAP
functional consultants
•
Business Process Master List (BPML) - identifies SAP business
process structure, structure elements, business processes and transactions
defined in the Project scope during the Business Blueprint Phase in order
to carry out the configuration and testing of SAP software in interactive
cycles. The BPML will be incorporated as part of the Business Blueprint
Document. The BPML will be the scope document for the Project.
Responsibility: Sedgwick County Project Manager, SAP Project
Manager, Sedgwick County Steering Committee, SAP functional
consultants and Sedgwick County HR / Payroll module leads
•
Business Blueprint Document - details the entire HR / Payroll future
state (Note: Not all of the future state business processes may be
configured and implemented for the planned January I, 2003 "go-live".)
Responsibility: All SAP and Sedgwick County Project team members
and Sedgwick County Steering Committee
•
Change Management Plan - documents the change management efforts
based on changes to the business processes (as identified in the Gap
Analysis Document). This also includes the initial end-user training
strategy. This will not be incorporated as part of the Business Blueprint
Document.
Responsibility: Sedgwick County Change Management Team
•
Technical Development Inventory (e.g. Forms, Interfaces, Reports,
and Enhancements (FIRE) Inventory) - details all the technical
development work that will be required to implement the future state HR
I Payroll business processes.
Responsibility - SAP functional consultants, Sedgwick County HR I
Payroll module leads, SAP ABAP consultant, and the Sedgwick County
Technical Development Team
Phase III: Realization -Estimated Completion Date: October 11.1001
•
Configuration of HR I Payroll system - configures the HR / Payroll
system to function as described in the Business Blueprint Document.
Responsibility: SAP functional consultants and Sedgwick County HR /
Payroll module leads
4
•
User Role Development - identifies the user roles that system users will
be assigned to as well as all of the SAP business transactions associated
with each role.
Responsibility: SAP functional consultants and Sedgwick County HR /
Payroll module leads
•
Unit Acceptance Testing - tests each individual module and sub-module
within the SAP Human Resources software module.
Responsibility: SAP functional consultants and Sedgwick County HR /
Payroll module leads
•
Form, Interface, Report, and Enhancement Creation - consists of all
the technical development work required to put the new system into
production.
Responsibility: SAP ABAP consultant and Sedgwick County Technical
Development Team
•
Integration Testing - tests the integration of the all Human Resources
modules and sub-modules as well as the integration of the HR / Payroll
system with the SAP Financial elements. Complete business process
cycles (e.g. hiring a new employee to the first paycheck for that
employee) will be used as test scenarios for integration testing.
Additionally, all HR and Payroll functionality will be tested to ensure
proper integration with the existing SAP Financial modules. This
includes, but is not limited to integration of HR position budgeting with
the CO module and benefits administration/payroll deduction with the
AlP module.
Responsibility: SAP functional consultants, Sedgwick County HR /
Payroll module leads, SAP ABAP consultant, and Sedgwick County
Technical Development Team
•
Parallel Payroll Testing - ensure the accuracy of the payroll process.
This usually involves 1-3 cycles test cycles. The exact methodology of
parallel payroll testing will be determined in conjunction with the
County. However, typically, parallel payroll testing involves verifying
the accuracy of the gross pay, net pay, and deductions from a large
percentage (up to 100%) of County employees. Gross pay is inclusive of
FICA, retirement and state "gross pay."
Responsibility: SAP functional consultants, Sedgwick County HR /
Payroll module leads, SAP ABAP consultant, and Sedgwick County
Technical Development Team
•
User Role Authorization Design, Implementation, and Testingdefines the security required for each user role and places the appropriate
SAP transactions within each user role.
5
Responsibility: SAP BASIS consultant, Sedgwick County System
Administration Team, SAP functional consultants, Sedgwick County HR
/ Payroll module leads
•
Employee Self Service (ESS) Design - creates and installs all elements
of the Sedgwick County ESS solution.
Responsibility: SAP BASIS consultant, Sedgwick County System
Administration Team, Sedgwick County Technical Development Team
•
Help Desk Strategy - defines how end users will receive support for
problems they encounter while using the new HR / Payroll system.
Responsibility: Sedgwick County HR / Payroll module leads, Sedgwick
County Financial Project Manager, Sedgwick County Customer Support
personnel
•
End User Training Curriculum - outlines what topics will be included
in each training course.
Responsibility: Sedgwick County HR / Payroll module leads and
Sedgwick County Change Management Team
•
End User Training Material Content - creation of all training materials
required to conduct end user training classes.
Responsibility: Sedgwick County HR / Payroll module leads and
Sedgwick County Change Management Team
•
Configuration Documentation - describes the HR / Payroll system
configuration and documents the key decisions (and rationale for the
those decisions) made during configuration.
Responsibility: SAP functional consultants and Sedgwick County HR /
Payroll module leads
Final Preparation - Estimated Completion Date: December 31. 2002
•
Cutover Plan - details all the tasks required to discontinue the legacy
system and transition from a testing environment to a production
environment for the new SAP HR / Payroll system.
Responsibility: SAP Project Manager, Sedgwick County Project
Manager
•
Final System Testing - consists of stress testing as well as testing of all
interfaces, conversions, etc.
Responsibility: All SAP and Sedgwick County Project team members
•
End User Training - delivery oftraining to identified Sedgwick County
SAP HR / Payroll system users.
6
Responsibility: Sedgwick County HR / Payroll module leads and
Sedgwick County Change Management Team
Go-Live and Support - Estimated Completion Date: April 21, 2003
•
January 1, 2003 "Go-Live" - places the new SAP HR / Payroll system
into production (e.g. Sedgwick County employees are conducting daily
HR / Payroll business transactions).
Responsibility: All SAP and Sedgwick County Project team members
and Sedgwick County Steering Committee.
•
Month End Close - provides support of all January 2003 (or applicable
month based on actual Project schedule) month end payroll reporting
requirements.
Responsibility: SAP Payroll Lead and Sedgwick County Payroll
module lead Note: SAP Payroll Lead will continue to be on-site from
"Go-Live" until the completion of this activity (anticipated to be on or
around February 14, 2003).
•
Quarterly Payroll Close - provides support for first quarter 2003 payroll
reporting requirements.
Responsibility: SAP Payroll Lead and Sedgwick County Payroll module
lead Note: SAP Payroll Lead would provide 2 weeks of support
beginning on or around April 7, 2003.
•
Project Review - identifies lessons learned as well as opportunities for
further improvement of the system.
Responsibility: SAP Project Manager and Sedgwick County Project
Manager
•
Final Project Review - verifies that the new HR / Payroll system is
operating as intended and that the Project is complete.
Responsibility: Sedgwick County and SAP Project Managers and
Sedgwick County Steering Committee
D. Project Resources
The following organizational charts represent both the Sedgwick County and SAP
planned resources that will be participating on the Project. Terms used to
describe Project resources earlier in this Statement of Work are defined after the
organization charts. For simplicity, all consulting resources will be referred to as
SAP resources even though some resources may be from SAP partner consulting
firms to the extent that such resources are allowed in the Professional Services
Agreement.
7
Appendix B displays the estimated amount of hours required from each SAP
resource to complete the Project.
SAP Resources:
SAP
Project Manager
Robert Jones
Start Date: 4/22/02
I
I
I
I
I
SAP
BASIS Consultant
TBD
Start Date: 5/6102
SAP
HR Lead
Michelle Seaton
Start Date: 4/29/02
SAP
Payroll Lead
Jean Reeves
Start Date: 4/30/02
SAP
ABAP Consultant
TBD
Start Date: 7/9102
I
SAP
Time & Attendance
Rashed Siddiqui
Start Date: 5/20/02
Sedgwick County Resources:
I
:;=]
Sedwick County
Steering Committe
Sedgwick County
Project Manager
Joe Koehn
Sedgwick County
Change Management
Team
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I
Sedgwick County
Technical PM
Kendall Grier
Sedgwick County
HR Module Lead
Rhea Evans
Sedgwick County
Basis Administrator
Ed Lynch
f-
Sedgwick County
Ob Administrator
Terry McCombs
Sedgwick County
Tech Developer
Marlene Connor
Sedgwick County
Tech Developer
Peggy Wilson
8
Sedgwick County
Payroll Module Lead
Shelia King
Sedgwick County :
Benefits Module Lea
Melissa Koehn
Resource Terms:
Sedgwick County Technical Development Team: All Sedgwick County technical
developers plus the Technical Project Manager.
SAP Functional Consultants: The SAP HR and Payroll Leads as well as the Time
and Attendance consultant.
Sedgwick County HR / Payroll Module Leads: The HR, Payroll, and Benefits
Module Leads.
Sedgwick County Change Management Team: The four-person team in charge of
conducting change management activities for the Project. The team consists of
the Sedgwick County HR / Payroll Project Manager, the Sedgwick County
Financial Project Manager, the County's Director of Communications, and the
County's HR Assistant Director.
Sedgwick County System Administration Team: Sedgwick County Technical
Project Manager, the Basis Administrator, and the Database Administrator.
Sedgwick County Steering Committee: Sedgwick County Chief Financial Officer,
Sedgwick County Assistant County Manager and Chief Information Officer,
Sedgwick County Director of Human Resources, Sedgwick County Project
Manager, SAP Project Manager
"". ....
~
2. Project Assumptions
The following are the list of assumptions by both parties concerning the Project.
•
Consultants scheduled to be on-site for a full week will work no less than 40 hours
during that week.
•
County Project team members will attend SAP Training classes ASAP91 and HR050.
Any additional training of County Project team members must be agreed upon, in
writing, by both Project Managers.
•
SAP Project team members will use reasonable efforts to transfer system
functionality and configuration knowledge throughout the project phases to enable
County team members to operate, maintain, and adapt software configuration to
changing business conditions after Project completion.
9
•
The County will establish adequate facilities for the Project team (County and
consulting resources). This includes a workspace for each full time on-site
consultant, with one workstation with LANIWAN connectivity, office applications,
one desk, one filing drawer; appropriate office supplies, access to a printer for the
SAP application and office applications, and analog phone access. Part time on-site
consultants will be provided adequate facilities based on their participation and needs.
In addition, the County will establish adequate conference room and
workshop/training facilities to support the Project.
•
The County will establish appropriate decision-making authority within the Project
team. This decision-making authority is critical to the implementation timeframe
presented in this document and any changes to key decisions may be subject to the
change order process. For outstanding decisions that compromise the Project, the
decision at hand will be documented by the SAP and Sedgwick County Project
Managers and presented at the appropriate levels for review and escalation. A
reasonable timeframe for turnaround on all significant documented outstanding
decisions will be negotiated by the County Project Manager and the SAP Project
Manager. Both parties will diligently work to resolve issues in as timely a manner as
possible.
•
The "best practices" that are inherent in the software will be the basis for
reengineering business processes rather than tailoring the software to meet current
business processes.
•
Sedgwick County will be responsible for formal organizational change management
in conjunction with guidance and support from SAP.
•
The County will supply data to be used in testing and training. This data should be
relevant to the actual business operations of the County.
•
The County assumes all responsibility for design, development, and testing of any
changes to legacy systems that will be necessitated by the implementation of the SAP
applications.
•
Reporting requirements will be met by the standard delivered SAP system reports and
forms to the maximum extent possible.
•
Any interfaces are assumed to be through Standard SAP batch processes.
•
SAP and Sedgwick County will evaluate the need to convert any historical data as
part of the implementation.
10
•
Sedgwick County will be responsible for the extraction, cleaning, and validity of
legacy data. Sedgwick County will also be responsible for the entry and
reconciliation of data that will be input manually.
•
Sedgwick County and SAP will follow the ASAP methodology during the Project
implementation. The ASAP methodology will take precedence over any other
methodology.
•
The Sedgwick County Steering Committee will meet regularly to review Project
status and resolve open issues. The SAP Project Manager will attend these meetings.
Such meetings will be held weekly or more frequently if determined by the Project
Managers to be necessary.
•
All Project Team members will capture issues in the ASAP tool repository, explained,
prioritized, categorized, and assigned to someone with a required resolution date.
Project Team members will prioritize issues assigned to them and resolve them by the
resolution date specified in the supporting documentation.
•
Sedgwick County's Project Manager will have authority to make decisions on Project
direction (including scope) and resources in accordance with the Project schedule.
Such decisions may require a Change Order in accordance with this Agreement.
•
Full-time Project team members for both parties will not have responsibility for work
outside the scope of the implementation Project. Other projects for both parties that
are currently underway or may start during this Project will not utilize the resources,
facilities, or technical infrastructure required for this Project.
•
Sedgwick County will provide the programming resources required to develop the
programs that extract any interface and conversion data from legacy systems as
required through the course of this Project.
•
Sedgwick County and SAP core team members will be responsible for delivering
work products consistent with the schedule in accordance with the agreed upon
Project work plan.
•
No significant change to the Sedgwick County organization structure is factored into
the scope of this Project. Any impacts upon the Project caused by this after the
commencement date are out of scope and will be addressed through the change order
process.
•
SAP environments will be established for Sandbox, Configuration, Testing,
Development, Training and Production.
11
•
Project team members for both parties will be given access to the SAP environment.
Secure dial-in and/or direct access to the Sedgwick County networks will be granted
as deemed necessary by the Sedgwick County Project Manager.
•
Sedgwick County will provide adequate documentation on existing legacy systems
for the development of interface and conversion specifications between these systems
and SAP. Documentation will be deemed adequate as long as it makes possible an
accurate assessment of the work effort required for data conversions and interfaces.
•
Either party's failure to accomplish the above assumptions may impact the Project
scope, schedule or cost, and may require a Change Order.
IN WITNESS WHEREOF, the parties have so agreed as ofthe Effective Date.
County:
SAP:
By:
Name: Ben Sciortino, Chairman
Title: Board of County Commissioners
By:
Date:
s- 3-0;z.
~.
Btbs
'~ary Beth Hanss
Title:
VP and Assistant General
Counsel
Date:
'1- 30-0d=:
R£VIEWEO BYCONTRAClS
K. Chappel
Don Brace, County Clerk
Approved as to form:
12
YMU
Appendix "A"
Initial Work Effort and Dates Estimate
Appendix "B"
Estimated SAP Resource Hours per Month
o
o
o
160
160
80
o
o
160
160
160
160
160
80
o
160
160
160
160
160
160
160
o
o
o
180
180
160
180
180
160
160
80
o
o
o
o
o
Note: The hours listed above are for project planning purposes only and have no bearing on compensation. In the event of agreement
termination for any reason, compensation owed SAP, if any, will be determined by the terms of the Professional Services Agreement.