Kronos Implementation Project Leadership Proposal PRESENTED BY: Charlie Brandt, KSM Consulting PRESENTED TO: City of Fishers DELIVERED ON: July 26, 2016
Table of Contents Cover Letter... 3 Introduction... 3 Engagement... 4 Project Background... 4 Statement of Work... 4 Service Team... 6 KSMC Fees... 7 Terms and Conditions... 8 Agreement Conclusion... 13 Agreement... 14 KSMC Acceptance... 14 Company Background... 15 KSMC Profile... 15 2
July 26, 2016 Dear Mayor Fadness, Thank you for your continued relationship with KSM Consulting, LLC (KSMC). We value City of Fishers as a client and are pleased to have the opportunity to further serve you ("you or "your"). This agreement outlines the scope of work and engagement for KSMC to provide Kronos implementation project leadership for City of Fishers. Objective The objective of this engagement is to assist City of Fishers in the successful implementation of Kronos Payroll and Kronos HR software through project leadership, including projection direction, project management, and business analyst services. If you have questions about the proposal, please contact me at (317) 919-3020 or cbrandt@ksmconsulting.com (mailto:cbrandt@ksmconsulting.com). Sincerely, Charlie Brandt Managing Director KSM Consulting, LLC ksmconsulting.com 3
PROJECT BACKGROUND Project Goals The City of Fishers has selected Kronos HR and Kronos Payroll software for implementation across the organization. In order to facilitate success with the implementation service provider, Kronos Professional Services, Fishers desires an implementation partner to lead the overall effort on behalf of the organization. The goal of this engagement will therefore be a successful implementation of the software, measured by on-time delivery, on-budget, and with the required quality and functionality. In discussions with City of Fishers leadership, the following key points of the project were communicated. Kronos HR and Kronos Payroll are being implemented. The project has been scoped, chartered, and was launched in May of 2016. Kronos Payroll is the highest priority, with go live of both Payroll and HR required no later than January 1, 2017. The Kronos Professional Services team has been contracted to implement the Kronos software. The current cost of implementation services is approximately $200,000, and the current implementation schedule is 24 weeks from project launch. The cost of the software is identified to be $41,000 in year one. STATEMENT OF WORK KSMC will assume project leadership of the overall Kronos HR and Kronos Payroll implementation project with the goal of a successful project implementation. This includes the activities outlined below. Project Leadership and Management KSMC will provide overall leadership and management of the Kronos implementation project, including setting project vision and timeline, coordinating decisions, and guiding day-to-day activities. KSMC will serve as the primary point of coordination for all activities for all parties and stakeholders. 4
Business Analyst Services KSMC will provide Business Analyst Services to elicit, define, and capture requirements from City of Fishers, then communicate these requirements to the implementation team. KSMC will facilitate and oversee functional and technical testing of the implementation by City of Fishers staff to ensure the implementation meets requirements. KSMC will also facilitate conversations between parties on requirements and testing. Vendor Management KSMC will provide vendor management of the Kronos implementation team, ensuring the team executes according to the contract and project plan. Project Planning KSMC will develop and own the overall project plan, incorporating plans from the implementation team and City of Fishers, as well as any other required parties, into a single, comprehensive plan and view of the full project. Risk Management KSMC will actively manage risks and issues on the project, including developing and leading risk mitigation plans where required for project success. Project Reporting KSMC will report to key stakeholders at least weekly on project status using a project dashboard and project status meetings. Project Communications KSMC will coordinate all project communications between stakeholders, ensuring the required information is in the right place at the right time. City of Fishers HR, Controller, and IT Department Engagement KSMC will engage with the City of Fishers HR, Controller, and IT departments on the project, helping each department to plan and execute its portion of the overall project, including requirements gathering, testing, documentation, and other project activities as will be developed in the project plan. 5
SERVICE TEAM Dan Moyers will lead the team assigned to service your account and will serve as the primary contact with you for this engagement. The service team will consist of the following roles and personnel. Project Director - Dan Moyers Project Manager - Ellen Funke Business Analysts - Max Brundige Kronos Subject Matter Expert - Ethan Harrell The team may include professional staff or other members of KSMC to address specific technical issues for your organization, all as reasonably required for KSMC's performance of its services, at KSMC's sole discretion. 6
KSMC FEES The total fees for KSMC services within this engagement are $62,500 plus reasonably incurred out-of-pocket expenses. This is a fixed fee engagement, invoiced monthly at the rate of $12,500 per month following each month of service from August 2016 through December 2016. If, following the first month of service, assumptions are found to be substantially different from those used to create this proposal, KSMC requests the ability to submit an update to the proposal in line with the new information. 7
TERMS AND CONDITIONS This agreement is subject to the following terms and conditions. Data Security It is your obligation to secure all data stored in or on all equipment or systems. You shall be solely responsible for any loss of data or any other loss, which may result from your loss of data or inability to operate or function as a result of data loss or damage. Further, you shall at all times be solely responsible for verifying: (i) that any services provided by KSMC satisfy legal or other operational requirements applicable to you and/or your business, including compliance with state and federal rules, regulations and laws, as well as all industry standards particular to your use; and (ii) your service requests are accurate and sufficiently detailed and comprehensive to reasonably identify all services desired. Management Responsibilities While KSMC can provide assistance, you are responsible for management decisions and functions. You are responsible for evaluating the adequacy and results of the services performed and accepting responsibility for such services. You are ultimately responsible for establishing and maintaining internal controls, including monitoring ongoing activities. Distribution of Deliverables and Indemnification You must obtain KSMC's prior written consent before distributing a copy of its deliverable(s) to anyone other than a member of your internal management, board of directors, or similar governing body. If you distribute deliverables to any person or entity other than your internal management, board of directors, or similar governing body without KSMC's written consent, you hereby agree to indemnify and hold KSMC harmless from and against any and all claims or causes of action for damages or loss against KSMC, you or any third party in any way arising out of the deliverable(s), including as a result of a person's alleged reliance on the deliverable(s). Your obligation to indemnify includes, without limitation, the obligation to indemnify KSMC for, and pay, all of the attorneys' fees and costs reasonably incurred by KSMC in defending against such claims. KSMC Responsibilities KSMC will perform its services in accordance with the AICPA Standards for Consulting Services. Such services are not intended to represent an audit, examination, attestation, financial forecast or projection, special report or agreed-upon procedures engagement as those services are defined in AICPA literature applicable to such engagements. Accordingly, these services will not result in the issuance of a written communication to third parties regarding financial data or internal controls, expressing a conclusion or providing any form of assurance. This engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, this engagement cannot be relied upon to disclose such matters. 8
Warranty With respect to any services provided to you hereunder, KSMC warrants to you that the services will be performed in accordance with AICPA Standards for Consulting Services. This warranty of services is for a period of thirty (30) days after KSMC advises you that it has completed the services, whether by invoice or otherwise. The warranty is contingent upon you giving an officer of KSMC written notice of any breach alleged to have been made by KSMC in connection with the performance of its services within the thirty (30) day period. The notice to the KSMC officer shall specifically identify the breach, including any problem(s) encountered and the technical error(s) claimed to be involved, if any. If requested by KSMC, you shall provide to KSMC any additional information reasonably required to evaluate the alleged breach, including problem(s) encountered and the technical error(s) claimed to be involved. Response or Repair Following receipt of your notice of a failure as required, and receipt of any additional information requested by KSMC described above, KSMC shall, within a reasonable time, respond to you as to whether KSMC, using reasonable judgment, agrees or does not agree that the problem identified resulted from a breach of KSMC's warranty described above. If KSMC agrees, using reasonable judgment that a breach of the warranty occurred, KSMC shall use commercially reasonable efforts to correct any technical error(s) made by KSMC, if any, which shall be your sole and exclusive remedy for such agreed-upon breach. No Other Warranties EXCEPT FOR KSMC'S EXPRESS WARRANTY THAT THE SERVICES WILL BE PERFORMED IN ACCORDANCE WITH AICPA STANDARDS FOR CONSULTING SERVICES, KSMC HEREBY EXPRESSLY WAIVES ANY AND ALL WARRANTIES RELATING TO THE SERVICES, CONFIDENTIAL INFORMATION AND/OR DELIVERABLE(S) PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE RESPONSIBLE FOR REVIEWING THE DELIVERABLE(S) TO ENSURE THEIR ACCURACY AND COMPLETENESS AND FOR THE RESULTS OBTAINED FROM USE OF THE DELIVERABLES BY YOU OR ANY THIRD PARTY WHO RECEIVES THE DELIVERABLE(S) FROM YOU. WITH THE EXCEPTION OF YOUR RIGHTS RELATED TO INDEMNIFICATION, KSMC'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTY DESCRIBED ABOVE IS KSMC'S PERFORMANCE OF THE SERVICES AND DELIVERY OF THE DELIVERABLE(S), IF ANY. Limit of KSMC's Liability KSMC SHALL NOT BE RESPONSIBLE FOR ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY, NOR SHALL KSMC BE LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF DATA, LOSS OF PROFITS, INTERRUPTIONS OF BUSINESS, OUT-OF-POCKET EXPENSES OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGE, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTORY RIGHTS OR ANY OTHER BASIS ARISING OUT OF, OR CONNECTED WITH THIS AGREEMENT, OR THE SALE, DELIVERY OR USE OF ANY RESULTS OF ANY SERVICES OR DELIVERABLE(S) FURNISHED HEREUNDER. ADDITIONALLY, KSMC'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID TO KSMC BY YOU IN CONNECTION WITH THIS AGREEMENT, AND KSMC'S LIABILITY FOR ANY SINGLE CLAIM 9
UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID TO KSMC BY YOU IN THE TWELVE-MONTH PERIOD PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM IN QUESTION. IF A CLAIM IS ASSERTED AGAINST KSMC BY A THIRD PARTY ARISING FROM THIS AGREEMENT OR THE PROVISION OF SERVICES TO CLIENT PURSUANT TO THIS AGREEMENT, THEN YOU AGREE TO DEFEND KSMC AT YOUR EXPENSE, AND TO PAY ALL DAMAGES AND COSTS AWARDED AGAINST KSMC AND ANY COSTS INCURRED BY KSMC (INCLUDING ATTORNEYS' FEES) AND ANY SETTLEMENTS MADE BY YOU OF THE CLAIM. YOU AGREE AND UNDERSTAND THAT THE LIMITATIONS AND EXCLUSIONS WITH RESPECT TO THE PARTIES' LIABILITY REPRESENT KSMC'S AND YOUR AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH OBLIGATIONS HEREUNDER. THE FEES PAYABLE TO KSMC UNDER THIS AGREEMENT REFLECT, AND ARE SET IN RELIANCE UPON, THE ALLOCATION OF RISK AND EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT. Confidential Information "Confidential Information" is any information (in any form or medium) relating to a party's (the "Disclosing Party") business, business strategies, finances, research, proprietary technology, development efforts, creative designs, that has an independent economic value and is not generally known to the public, whether such Confidential Information is obtained by a party (the "Recipient") directly from the Disclosing Party or from the Disclosing Party's consultants, clients, contractors and suppliers, or is obtained as a result of the Recipient's access to the Disclosing Party's facilities. Without limiting the foregoing, all terms and conditions of this Agreement shall be considered confidential and shall not be disclosed without the prior written consent of the other party. "Intellectual Property" means all know-how, ideas, methods, trade secrets, inventions, discoveries, designs, developments, improvements, patentable subject matter, processes, methodologies, data structures or modeling, models, patent applications, patents, copyrights, and trademarks. Each party agrees that both during and subsequent to the term of this Agreement: (i) that it shall keep the other party's Confidential Information and Intellectual Property confidential and shall use the other party's Confidential Information and Intellectual Property solely for the purposes of carrying out this Agreement; (ii) that it shall not directly, or indirectly, reveal, report, publish, disclose or transfer the other party's Confidential Information or Intellectual Property to, or use the other party's Confidential Information or Intellectual Property for the benefit of, any third party, without the prior written consent of the Disclosing Party; and (iii) that it shall disclose the other party's Confidential Information or Intellectual Property to its employees only on a need-to-know basis for performance of the employees' duties under this Agreement. Notwithstanding the foregoing, all documents, inventions, products, pricing, costs, future plans, business information, process information, technical information, customer lists, computer programs, computer systems, data, computer documentation, ideas, processes, techniques, know-how, knowledge,and other proprietary and/or tangible materials authored or prepared by KSMC for you, either as the deliverable(s) or otherwise, are the sole and exclusive property of KSMC or its third-party licensees. Upon payment in full of all amounts owed KSMC hereunder, KSMC hereby grants to you a perpetual, worldwide, non-exclusive, non-transferable license to use the deliverable(s) solely for internal management purposes and not for resale, 10
profit or other distribution, and to use any KSMC Confidential Information incorporated into any such deliverables solely in connection with your use of the deliverables permitted by this agreement. You shall not have the right to license, sublicense or otherwise transfer to others the right to use such deliverables or Confidential Information without KSMC's prior written consent. Electronic Data KSMC may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access to data through third party vendors' secured portals or clouds. Your confidential electronic data may be transmitted or stored using these methods. KSMC may use third party service providers to store or transmit this data. In using these data communication and storage methods, KSMC will employ commercially reasonable measures designed to maintain data security. KSMC will also use commercially reasonable efforts to keep such communications and data access secure in accordance with obligations under applicable laws. Additional Services; Changes You may request that KSMC perform additional services not contemplated by this agreement. If this occurs, KSMC will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that KSMC amend this agreement or issue a separate agreement or addendum to reflect the obligations of both parties. In the absence of any other written communications from KSMC documenting additional services, KSMC services will be limited to and governed by this agreement. This agreement may not be amended or modified except by a written agreement signed by an authorized representative of both KSMC and you. Non-solicitation You agree that during the term of this Agreement and for a period of twenty-four (24) months thereafter, you shall not solicit to employ, hire, or enter into any contracts for the services of KSMC personnel who have provided services under this Agreement, directly or through a third party, or enter into any related discussions, without having obtained KSMC's written approval. Assignment; Subcontracting You may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of KSMC. KSMC may freely assign or subcontract this agreement so long as KSMC remains responsible for breaches or violations of any assignee or subcontractor. Force Majeure Except for payment obligations hereunder (which shall not be excused or delayed by this paragraph), neither party shall be deemed in breach of this agreement or otherwise liable for any delay in or failure of its performance under this agreement by any reason of fire, natural disaster, accident, riot, act of government, strike or labor dispute, shortage of materials or supplies, failure in transportation or communication or supplies of goods or services, or any other cause beyond reasonable control of such party. 11
Miscellaneous This agreement and all proceedings or causes of action arising out of it will be governed by Indiana law (without regard to conflict of law provisions). Any litigation, cause of action or proceeding arising under this agreement shall occur in the state courts located in Marion County, Indiana, or if it can obtain jurisdiction, the federal courts sitting therein. Each party hereby consents to venue, forum and jurisdiction in such courts. No waiver or forbearance by a party in any particular instance will act to preclude the party from exercising those rights in another instance. All notices required or permitted hereunder shall be in writing and deemed given when delivered in person or sent by registered or certified mail or by reputable overnight commercial delivery to the address set forth below such party's signature (or, if none, to such party's registered agent on file with any jurisdiction where such party is qualified to conduct business). If any provision, or portion thereof, is adjudicated to be overly broad or unenforceable as written, it is the desire and intent of the parties that the court will revise such provision as it deems necessary to make it consistent with the law and public policy of the jurisdiction and governing law and enforce the provisions as so revised. If any one or more provisions of this agreement are held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected. KSMC is acting as an independent contractor under this agreement and not as an employee or agent of you. Each party shall be solely responsible for the supervision and control of its employees and payment of their salaries, benefits and applicable taxes. Nothing in this agreement shall be construed as making either party the agent of the other or as creating any joint venture or partnership. There are no third-party beneficiaries under this agreement. In the event of any contradiction between the Terms and Conditions of this agreement and any other portion of this agreement, the Terms and Conditions of this agreement shall govern and control. This agreement may be executed electronically and in one or more counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same instrument. 12
AGREEMENT CONCLUSION This agreement constitutes the entire understanding between the parties with respect to the subject matter hereto. Any modification to the terms of this agreement must be made in writing and accepted by both parties. We appreciate the opportunity to be of service to you. Please accept this agreement to acknowledge your approval of the terms of this project. It is KSMC policy to initiate services only after receipt of the executed agreement. 13
CONTRACT ACCEPTANCE IN WITNESS WHEREOF, the Parties have agreed to the Terms and executed this agreement. KSM Consulting Charlie Brandt Managing Director KSM Consulting, LLC 800 East 96th Street, Suite 100 Indianapolis, IN 46240 14
COMPANY BACKGROUND KSM Consulting, LLC (KSMC) is a technology, data analytics, and management consulting firm. KSMC works to help clients better achieve their organizational goals by maximizing their people, processes, and technology. Serving two distinct markets the public sector and private businesses KSMC understands that every client and situation is wholly unique, and treats each accordingly. The KSMC team brings seasoned technical guidance along with the confidence and flexibility to guide clients from their current states to the realization of objectives. Since its founding in 2008, KSMC has grown steadily in its services, client base, and number of employees. KSMC advises clients within the following areas: Technology IT Assessment IT Strategy and Planning Network Services Project Management and Rescue Technology Product Solutions Data Analytics Data Strategy Data Warehousing Business Intelligence Advanced Data Analytics Predictive Modeling Management Consulting Financial Services Organizational Improvement Corporate Planning Software Selection KSMC is a part of the Katz, Sapper & Miller Network, which includes Katz, Sapper & Miller, LLP (KSM), one of the top 65 CPA firms in the nation. Founded in 1942, KSM has earned a reputation as a leader in the areas of accounting, tax, and consulting services. SIGNATURE 15
Presented to: City of Fishers July 26, 2016, 8:16:58 PM Accepted by: Printed Name Signed Name Title Date 16