PSA Agreement with EMA, Inc. 0?0 p76 7
STANDARD FORM OF AGREEMENT "&9-ly
BETWEEN CITY OF MIAMI BEACH AND EMA, INC.
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT effective as of Lof 71' j� .111A/("Effective Date")between
CITY OF MIAMI BEACH,FLORIDA ("Client")and
EMA,Inc. d/b/a EMA of Minnesota, Inc. ("EMA").
Client intends to contract for assistance in BUSINESS PROCESS ANALYSIS AND PROJECT MANAGEMENT
FOR CITY OF MIAMI BEACH ENTERPRISE RESOURCE PLANNING SYSTEM("ERP")PROJECT
("Project").
Client and EMA agree as follows:
specific Services are set forth, or specific dates by which
ARTICLE 1 -SERVICES OF EMA Services are to be completed, are provided in Exhibit A.
B. If, through no fault of EMA, such periods of
1.01 Scope time or dates are changed, or the orderly and continuous
A. EMA shall rovide or cause to be provided the progress of EMA's Services is impaired, or EMA's
p Services are delayed or suspended, then the time for
services set forth herein and in Exhibit A("Services"). completion of EMA's Services, and the rates and amounts
of EMA's compensation,shall be adjusted equitably.
ARTICLE 2-CLIENT'S RESPONSIBILITIES
C. If Client authorizes changes in the scope, extent,
or character of the Project, then the time for completion of
2.01_ General EMA's Services, and the rates and amounts of EMA's
A. Client shall have the responsibilities set forth compensation, shall be adjusted equitably.
herein and in Exhibit B. D. Client shall make decisions and carry out its
B. Client shall pay EMA as set forth in Exhibit C. other responsibilities under this Agreement in a timely
C. Client shall be responsible for, and EMA may
manner so as not to delay EMA's performance of the
Services.
rely upon, the accuracy and completeness of all
requirements, programs, instructions, reports, data, and ARTICLE 4-INVOICES AND PAYMENTS
other information furnished by Client to EMA pursuant to
this Agreement. EMA may use such requirements,
programs, instructions, reports, data, and information in 4.01 Invoices
performing or furnishing services under this Agreement. A. Preparation and Submittal of Invoices. EMA
shall prepare invoices in accordance with its standard
ARTICLE 3 - SCHEDULE FOR RENDERING invoicing practices and the terms of Exhibit C. EMA shall
SERVICES submit its invoices to Client on a monthly basis. Invoices
are due and payable within 30 days of receipt.
3.01 Commencement 4.02 Payments
A. EMA shall begin rendering the Services as of A. Failure to Pay. If Client fails to make any
the Effective Date of the Agreement. payment due EMA for Services and expenses within 30
3.02 Time for Completion days after receipt of EMA's invoice,then EMA may, after
giving seven days written notice to Client, suspend
A. EMA shall complete the Services within a performance of the Services under this Agreement, until
reasonable time. Specific periods of time for rendering
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Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
Client has paid in full all amounts due for Services, Site or otherwise furnishing or performing any Work; or
expenses, and other related charges. for any decision made by Client without consultation and
B. Disputed Invoices. If Client contests an invoice, advice of EMA.
Client may withhold only that portion so contested, and 6.02 Design without Construction Phase Services
must pay the undisputed portion.
NOT USED
C. Legislative Actions. If after the Effective Date 6.03 Use of Documents
of the Agreement any governmental entity takes a
legislative action that imposes taxes, fees, or charges on A.' All Documents are instruments of service in
EMA's services or compensation under this Agreement, respect to this Project, and EMA shall retain an ownership
then EMA may invoice such new taxes, fees, or charges and property interest therein (including the copyright and
as a Reimbursable Expense to which a factor of 1.0 shall the right of reuse at the discretion of the EMA) whether or
be applied. Client shall pay such invoiced new taxes, fees, not the Project is completed. Client shall not rely in any
and charges. Such payment shall be in addition to the way on any Document unless it is in printed form, signed
compensation to which EMA is entitled under the terms of or sealed by the EMA or one of its Consultants.
Exhibit C.
B. A parry may rely that data or information set
ARTICLE 5- forth on paper (also known as hard copies) that the parry
receives from the other parry by mail, hand delivery, or
facsimile, are the items that the other party intended to
NOT USED send. Files in electronic media format of text, data,
graphics, or other types that are furnished by one parry to
ARTICLE 6-GENERAL CONSIDERATIONS the other are furnished only for convenience, not reliance
by the receiving parry. Any conclusion or information
obtained or derived from such electronic files will be at the
6.01 Standards of Performance user's sole risk. If there is a discrepancy between the
A. The standard of care for all professional services electronic files and the hard copies,the hard copies govern.
performed or furnished by EMA under this Agreement will C. Because data stored in electronic media format
be the care and skill ordinarily used by members of the can deteriorate or be modified inadvertently or otherwise
subject profession in the State of Florida. EMA makes no without authorization of the data's creator, the party
warranties, express or implied, under this Agreement or receiving electronic files agrees that it will perform
otherwise, in connection with EMA's Services. acceptance tests or procedures within 60 days, after which
the receiving party shall be deemed to have accepted the
B. Client shall not be responsible for discovering data thus transferred. Any transmittal errors detected
deficiencies in the technical accuracy of EMA's Services. within the 60-day acceptance period will be corrected by
EMA shall correct any such deficiencies in technical the party delivering the electronic files.
accuracy without additional compensation, except to the
extent such corrective action is directly attributable to D. When transferring documents in electronic
deficiencies in Client-furnished information pursuant to media format, the transferring party makes no
paragraph 2.01(c)hereof representations as to long term compatibility, usability, or
readability of such documents resulting from the use of
C. EMA may employ such Consultants as EMA software application packages, operating systems, or
deems necessary to assist in the performance or furnishing computer hardware differing from those used by the
of the Services, subject to Client's prior written approval, documents' creator.
which shall not be unreasonably withheld, conditioned, or
delayed. E. Client may make and retain copies of
Documents for information and reference in connection
D. EMA and Client shall comply with applicable with use on the Project by Client. EMA grants Client a
Laws and Regulations and Client-mandated standards that license to use the Documents on the Project, extensions of
Client has provided to EMA in writing. This Agreement is the Project, and other projects of Client, subject to the
based on these requirements as of its Effective Date. following limitations: (1) Client acknowledges that such
Changes to these requirements after the Effective Date of Documents are not intended or represented to be suitable
this Agreement may be the basis for modifications to for use on the Project unless completed by EMA, or for
Client's responsibilities, or to EMA's Scope of Services, use or reuse by Client or others on extensions of the
times of performance, and compensation. Project or on any other project without written verification
E. EMA shall not be responsible for the acts or or adaptation by EMA; (2) any such use or reuse, or any
omissions of any contractor, subcontractor, or supplier, or modification of the Documents, without written
of any of their agents or employees or of any other persons verification, completion, or adaptation by EMA, as
(except EMA's own employees and its Consultants) at the appropriate for the specific purpose intended, will be at
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Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
Client's sole risk and without liability or legal exposure to C. Notwithstanding the foregoing, this
EMA or to EMA's Consultants; (3) such limited license to Agreement will not terminate under paragraph
Client shall not create any rights in third parties. 6.05.B.l.a if the party receiving such notice
F. If EMA at Client's request verifies or adapts the begins, within seven days of receipt of such
Documents for extensions of the Project or for any other notice, to correct its substantial failure to
project,then Client shall compensate EMA at rates or in an perform and proceeds diligently to cure such
amount to be agreed upon by Client and EMA. failure within no more than 30 days of receipt
thereof; provided, however, that if and to the
6.04 Insurance extent such substantial failure cannot be
A. EMA shall procure and maintain insurance as reasonably cured within such 30 day period,and
set forth in Exhibit D, "Insurance." EMA shall cause if such parry has diligently attempted to cure the
Client to be listed as an additional insured on any same and thereafter continues diligently to cure
the same, then the cure period provided for
applicable general liability insurance policy carried by herein shall extend up to, but in no case more
EMA. than, 60 days after the date of receipt of the
B. EMA shall deliver to Client certificates of notice.
insurance evidencing the coverages indicated in Exhibit D. 2. For convenience,
Such certificates shall be furnished prior to commencement
of EMA's Services and at renewals thereafter during the a. By Client, effective upon EMA's
life of the Agreement. receipt of written notice from Client.
C. At any time, Client may request that EMA or its b. Except for Payments Upon
Consultants, at Client's sole expense, provide additional Termination, as specified in paragraph 6.05.1).1,
insurance coverage, increased limits, or revised deductibles Client shall have no liability to EMA on
that are more protective than those specified in Exhibit D. account of such termination.
If so requested by Client, and if commercially available, C. Effective Date of Termination. The terminating
EMA shall obtain and shall require its Consultants to party under paragraph 6.053 may set the effective date of
obtain such additional insurance coverage, different limits, termination at a time up to 3 0 days later than otherwise
or revised deductibles for such periods of time as requested provided to allow EMA to demobilize personnel and
by Client, and Exhibit D will be supplemented to equipment from the Site, to complete tasks whose value
incorporate these requirements. would otherwise be lost,to prepare notes as to the status of
6.05 Suspension and Termination completed and uncompleted tasks, and to assemble Project
A. Suspension.
materials in orderly files.
By Client: Client may suspend the Project upon D. Payments Upon Termination.
30 days written notice to EMA. 1. In the event of any termination under
By EMA: If EMA's services are substantially paragraph 6.05, except a termination for cause by the
delayed through no fault of EMA, EMA may, after giving City pursuant to paragraph 6.05.B.l.a, EMA will be
entitled to invoice Client and to receive full payment
30 days written notice to Client, suspend Services under for all Services performed or furnished and all
this Agreement. Reimbursable Expenses incurred through the
B. Termination. The obligation to provide further effective date of termination. Upon making such
Services under this Agreement may be terminated: payment, Client shall have no further liability to'
EMA on account of such termination, and shall have
1. For cause, the limited right to the use of Documents, at Client's
a. By either party upon 30 days written sole risk, subject to the provisions of paragraph
notice in the event of substantial failure by the 6.03.E.
other parry to perform in accordance with the
2., In the event of termination by Client for
terms hereof. convenience or by EMA for cause, EMA shall be
b. By EMA: entitled, in addition to invoicing for those items
identified in paragraph 6.05.D.1, to invoice Client
1) upon 30 days written notice if and to payment of a reasonable amount for Services
EMA's Services for the Project or the and expenses directly attributable to termination, both
Project, are suspended for more than 90 before and after the effective date of termination,
days, through no fault of EMA. such as reassignment of personnel, costs of
2) EMA shall have no liability to terminating contracts with EMA's Consultants, and
Client on account of such termination. other related close-out costs, using methods and rates
for Additional Services as set forth in Exhibit C.
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Standard Form of Agreement Between Client and ENIA for Professional Services
Revised 12/09/09
6.06 Controlling Law partners, agents, Consultants, and employees from and
A. This Agreement is to be governed by the law of against any and all claims, costs, losses, and damages
the state in which the Project is located. (including but not limited to all fees and charges of
Consultants, architects, attorneys, and other professionals,
6.07 Successors,Assigns,and Beneficiaries and all court, arbitration, or other dispute resolution costs)
A. Client and EMA each is hereby bound and the arising out of or relating to the Project, provided that any
partners, successors, executors, administrators and legal such claim, cost, loss, or damage is attributable to bodily
representatives of Client and EMA (and to the extent m»'� sickness, disease, or death, or to injury to or
permitted by paragraph 6.073 the assigns of Client and destruction of tangible property (other than the Work
EMA) are hereby bound to the other party to this itself), including the loss of use resulting therefrom, but
Agreement and to the partners, successors, executors, only to the extent caused by any negligent act or omission
of EMA or EMA s officers, directors, partners, employees,
administrators and legal representatives (and said assigns) or Consultants.
of such other parry, in respect of all covenants,agreements,
and obligations of this Agreement. B. Indemnification by Client. To the fullest extent
B. Neither Client nor EMA ma y assi gn, sublet, or permitted by Florida law, and subject to the limitations on
Client's liability pursuant to Section 768.28, Florida
transfer any rights under or interest(including, but without Statutes, as same may be amended from time to time,
limitation, moneys that are due or may become due) in this Client shall indemnify and hold harmless EMA, EMA's
Agreement without the written consent of the other, except officers, directors, partners, agents, employees, and
to the extent that any assignment, subletting, or transfer is Consultants from and against any and all claims, costs,
mandated or restricted by law. Unless specifically stated to losses, and damages (including but not limited to all fees
the contrary in any written consent to an assignment, no and charges of Consultants, architects, attorneys, and other
assignment will release or discharge the assignor from any professionals, and all court, arbitration, or other dispute
duty or responsibility under this Agreement. resolution costs) arising out of or relating to the Project,
C. Unless expressly provided otherwise in this provided that any such claim, cost, loss, or damage is
Agreement: attributable to bodily injury, sickness, disease, or death or
to injury to or destruction of tangible property (other than
1. Nothing in this Agreement shall be the Work itself), including the loss of use resulting
construed to create, impose, or give rise to any duty therefrom, but only to the extent caused by any negligent
owed by Client or EMA to any Contractor, act or omission of Client or Client's officers, directors,
Contractor's subcontractor, supplier, other individual partners, agents,consultants, or employees.
or entity, or to any surety for or employee of any of
them. C. Environmental Indemnification. In addition to
the indemnity provided under paragraph 6.10.B of this
2. All duties and responsibilities undertaken Agreement, and to the extent permitted by law, Client shall
pursuant to this Agreement will be for the sole and indemnify and hold harmless EMA and its officers,
exclusive benefit of Client and EMA and not for the directors, partners, agents, employees, and Consultants
benefit of any other parry. from and against any and all claims, costs, losses, and
6.08 Dispute Resolution damages (including but not limited to all fees and charges
Of Consultants, architects, attorneys and other
A. Client and EMA agree to negotiate all disputes professionals and all court arbitration or other dispute
between them in good faith for a period of 30 days from p
resolution costs) caused by, arising out of, relating to , or
the date of notice prior to invoking the procedures of resulting from a Constituent of Concern at, on,or under the
Exhibit E or other provisions of this Agreement, or Site,provided that(i)any such claim, cost, loss, or damage
exercising their rights under law. is attributable to bodily injury, sickness, disease, or death,
B. If the parties fail to resolve a dispute through or to injury to or destruction of tangible property (other
negotiation under paragraph 6.08.A, then either or both than the Work itself), including the loss of use resulting
may invoke the procedures of Exhibit E. If Exhibit E is therefrom; provided however, that nothing in this
not included, or if no dispute resolution method is specified paragraph shall obligate Client to indemnify any individual
in Exhibit E, then the parties may exercise their rights or entity from and against the consequences of that
under law. individual's or entity's own negligence or omission.
6.09 Environmental Condition of Site D. Mutual Waiver. Client and EMA waive against
each other, and the other's employees, officers, directors,
NOT USED agents, insurers, partners, and consultants, any and all
6.10 Indemnification and Mutual Waiver claims for or entitlement to special, incidental, indirect, or
consequential damages arising out of, resulting from, or in
A. Indemnification by EMA. EMA shall indemnify any way related to the Project.
and hold harmless Client, and Client's officers, directors,
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Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
6.11 Miscellaneous Provisions Resource Conservation and Recovery Act, 42 U.S.C.
A. Notices. Any notice required under this §§6901 et seq. ('RCRA ), [d] the Toxic Substances
Agreement will be in writing, addressed to the appropriate Control Act 15 U.S.C. §§2601 et seq.; [e] the Clean Water Act, 33 U.S.C. §§121 et seq.; [f] the Clean
party at its address on the signature page and given Air Act, 42 U.S.C. §§7401 et seq.; and [g] any other
personally, by facsimile, by registered or certified mail federal, state, or local statute, law, rule, regulation,
postage prepaid, or by a commercial courier service. All ordinance, resolution, code, order, or decree
notices shall be effective upon the date of receipt. regulating, relating to, or imposing liability or
B. Survival. All express representations, waivers, standards of conduct concerning, any hazardous,
indemnifications, and limitations of liability included in toxic,or dangerous waste, substance,or material.
this Agreement will survive its completion or termination 4. Consultants--Individuals or entities having
for any reason. a contract with EMA to furnish services with respect
C. Severability. Any provision or part of the to this Project as EMA's independent professional
Agreement held to be void or unenforceable under any associates, consultants,subcontractors,or vendors.
Laws or Regulations shall be deemed stricken, and all
remaining provisions shall continue to be valid and binding Documents--Data, reports, drawings,
upon Client and EMA, who agree that the Agreement shall specifications, record drawings, software, and other
be reformed to replace such stricken provision or part deliverables, whether in printed or electronic media
thereof with a valid and enforceable provision that comes format, provided or furnished in appropriate phases
as close as possible to expressing the intention of the by EMA to Client pursuant to this Agreement.
stricken provision. 6. Laws and Regulations; Laws or
D. Waiver. A party's non-enforcement of any Regulations--Any and all applicable laws, rules,
provision shall not constitute a waiver of that provision, regulations, ordinances, codes, and orders of any and
nor shall it affect the enforceability of that provision or of all governmental bodies, agencies, authorities, and
the remainder of this Agreement.
courts having jurisdiction.
E. Accrual of Claims. To the fullest extent 7. Reimbursable Expenses--The expenses
permitted by law, all causes of action arising under this incurred directly by EMA in connection with the
Agreement shall be deemed to have accrued, and all performing or furnishing of Basic and Additional
statutory periods of limitation shall commence, no later Services for the Project.
than the date of Substantial Completion. ARTICLE 8 - EXHIBITS AND SPECIAL
ARTICLE 7-DEFINITIONS PROVISIONS
7.01 Defined Terms 8.01 Exhibits Included
A. Wherever used in this Agreement(including the A. Exhibit A, "EMA's Services," consisting of
Exhibits hereto) terms (including the singular and plural Pages.
forms)printed with initial capital letters have the meanings B. Exhibit B, "Client's Responsibilities,"
indicated in the text above or in the exhibits; in the consisting of pages.
following provisions:
C. Exhibit C, "Payments to EMA for Services and
1. Additional Services--The services to be Reimbursable Expenses,"consisting of pages.
performed for or furnished to Client by EMA in D. Exhibit D, "Insurance,"consisting of 1 pages.
accordance with Exhibit A, Part 2, of this Agreement. —
2. Basic Services--The services to be E. Exhibit E, "Dispute Resolution,"consisting of 1
performed for or furnished to Client by EMA in Pages.
accordance with Exhibit A,Part 1, of this Agreement. 8.02 Total Agreement
3. Constituent of Concern--Any substance, A. This Agreement(consisting of pages 1 to
product, waste, or other material of any nature inclusive, together with the exhibits identified above)
whatsoever (including, but not limited to, Asbestos, constitutes the entire agreement between Client and EMA
Petroleum, Radioactive Material, and PCBs)which is and supersedes all prior written or oral understandings.
or becomes listed,regulated, or addressed pursuant to This Agreement may only be amended, supplemented,
[a] the Comprehensive Environmental Response, modified, or canceled by a duly executed written
Compensation and Liability Act,42 U.S.C. §§9601 et amendment to this Agreement.
seq. ("CERCLA"); [b] the Hazardous Materials
Transportation Act, 49 U.S.C. §§1801 et seq.; [c] the
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Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
8.03 Designated Representatives services to be performed or furnished by EMA and
A. With the execution of this Agreement, EMA responsibilities of Client under this Agreement. Such
and Client shall designate specific individuals to act as individuals shall have authority to transmit instructions,
EMA's and Client's representatives with respect to the receive information, and render decisions relative to the
Project on behalf of each respective party.
N,
N
Page 6 of 7
Standard Form of Agreement Between Client and EINIA for Professional Services
Revised 12/09/09
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
Client: EMA:
CITY OF MIAMI A EMA, INC. D/B/A EMA OF MINNESSOTA, INC.
By By: Ot--� 7'
Phi p v"-ne
Title: Ma o �� B� Title:Executive Vice President
Dat a ed: i= Date Signed:
INCORP ORATED:
2(0-
Attest: Attest:
CV Clerks Secretary/Sign ure
'& 0
Print Name Print Name
Address for giving notices: Address for giving notices:
City of Miami Beach EMA, Inc.
1700 Convention Center Drive 2355 Highway 36`h West, Ste. 200
Miami Beach, Florida 33139 St. Paul, Minnesota 55 l 13
Attn: Mark Taxis, Assistant City Manager Attn: Craig Yokopenic, Executive Vice President
and
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Raul J. Aguila, City Attorney
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
L AN
' iL -
City At mey Date
Page 7 of 7
Standard Form of agreement Between Client and ENla for Professional Services
Revised 12/09/09
I
EXHIBIT A
This is EXHIBIT A,consisting of 9 pages,referred to in and part of
the Agreement between Client and EMA for Professional Services
dated ,
Scope of Services
SCOPE OF WORK
The following scope of work is broken into two distinct tracts.
Tract 1 is depicted by the Project ERP ---
Management Box and is focused
on managing the Business Project Management
Process Analysis (BPA) activities
Communication Span Operational Silos Oversee Configuration Oversee Integration
(Tract 2), System Implementation Schedule Control Coordinate BPA Manager Tyler Contract Limit Customization
Budget Control software Purchase Model Facilitate Organization Changes Data Conversion
activities and coordination with Coordination
� Facilitate Practice Changes Manage Efficiency Opportunities Training Design
Change Management
Tyler to assure BPA results and
subsequent business process Building
Permitting Human Resources Finance Billing
efficiencies are translated into a Inspection
successful implementation of the Operational Operational Operational Operational
Changes Changes Changes Changes
ERP investment. Move from code Move from Improve Inter Move from cash
enforcement to procedure drive to Department collection to
customer service sell service Coordination exemplary customer
Tract 2 is depicted by the four service
remaining boxes. This tract is
focused on performing the
Improve Improve Improve Improve
business process analysis work efficiency and efficiency and efficiency and efficiency and
effectiveness effectiveness effectiveness effectiveness
in each of the work groups
identified. The BPA work is
performed at two levels:
Review of the Operational Objectives and Mission of each work group. For example, within the
Building Department, potentially shifting focus from "Code Enforcement" to "Developer,
Contractor, and Citizen support"
Evaluation and Optimization of Current and Planned Work Practices —This is performance of the
"Eliminate, Reduce, Shift, Redesign Analysis" of the work practices outlined below.
Tract 1 - Project Management
Task 1.1 — Program/Project Management Support of the ERP Implementation
ERP system implementation will be conducted by the ERP vendor. EMA will provide management
oversight to ensure user and technical requirements are fulfilled during the implementation process.
EMA will act in the capacity of the owner's representative and the City's main point of contact
throughout the implementation process.
Page 1 of 9 Pages
(Exhibit A—EMA's Services)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 10/05/04
EMA will provide an ERP project manager who will initially work onsite with the project manager and team
to finalize a detailed project plan. This project plan will nail down all project objectives, tasks, deliverables,
milestones, and budgets based on BPA and streamlined business processes.
EMA's project manager will also:
• Conduct regular project review meeting with Miami Beach to review the progress of this project and
to discuss any outstanding issues and potential problems. A standard agenda will be developed for
the progress meetings, and will include the following topics:
— identification of work performed last period,
— work to be completed next period,
— critical action item status, and
— responsible parties to complete actions.
— Budget or schedule problems will also be identified and corrective actions noted.
EMA will upload an agenda, updated schedule, and revised action items log to the project
SharePoint site in advance of the meeting. Meeting minutes for each meeting will be uploaded for
review within three working days of the meeting.
• Provide Quality Assurance/Quality Control (QA/QC), including the review of all project deliverables
and status to ensure that all of the appropriate project diligence has been taken.
• Lead in coordinating City implementation team and vendor activities.
• Develop communication and coordination protocols for the project.
• Oversee communication and coordination of the project.
• Meet with Miami Beach leadership to resolve project issues.
• Work with the Miami Beach Project Manager to identify a format and schedule for progress reports
that best meets the needs of the project. EMA will provide these reports in the desired format and
with the desired frequency.
• Assure participation of Miami Beach staff. Our work with clients throughout North America confirms
that change to high performance operations (process optimization) will be realized only by
involving management and staff throughout the project. By involving employees, they learn
what industry best practices are and the importance of maximizing productivity. By involving
managers, they learn the business management practices of high performance organizations and
new approaches to developing and maximizing the productivity of a highly-skilled and motivated
work force. Everyone will also develop teamwork behaviors and be introduced to new ways of
thinking and interacting.
• Meet with the vendor to ensure an understanding of Miami Beach's direction and to discuss and
plan objectives, requirements (as defined in Tract 2 below), responsibilities, performance, and
review of business process analyses, reporting requirements, deliverable review procedures, and
project schedule.
• Review and get approval of vendor submittals and monthly progress reports. The progress reports
shall describe significant accomplishments, issues and/or problems which have potential effect on
Page 2 of 9 Pages
(Exhibit A—EMA's Services)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 10105104
schedule or costs, and plans for the upcoming week. They should be sufficiently detailed to assure
that directions being pursued are in compliance with established and/or projected goals.
• Coordinate and oversee vendor training.
• Work with Miami Beach project team to approve vendor final work product (configured system). All
planned and agreed upon milestones and deliverables must be fully met and approved by the
Project Team and as defined in the project plan.
• Review and approve payment application.
• EMA's project manager will be the point person to manage the ERP vendor activities, deliverables and
schedule while establishing a foundation for the ongoing partnership between the vendor and the
organization. Effective project management involves communication both upward and downward within
the organization in order to understand the business concerns, gain acceptance of the pending changes
and gain project buy-in and support for the team's activities.
The vendor-appointed project manager is the point person to act as a liaison between the organization and
the vendor. This individual is responsible for coordinating vendor resources, managing the vendor
deliverables and handling support requests as they are identified. In addition, the vendor-supplied project
manager or a member of the vendor's team should be expected to provide guidance to the organization on
how to best leverage the vendor product by sharing best practices, processes and experiences.
From a project manager perspective, vendor management best practices may include:
1. Maintain a detailed, written audit trail of all discussions and agreements.
2. When documenting vendor tasks, the operative phrase is "the vendor shall."
3. Get a written commitment on vendor team members, escalation, etc.
4. Roles and responsibilities are clearly written and agreed to.
5. Rules of engagement should include onsite attendance requirements.
6. Implementation strategies are mutually agreed upon.
7. Reserve the right to review vendor designs and request changes.
8. Project plans are submitted in advance for approval.
9. Test plans are submitted in advance for approval.
10. Specify documentation required from the vendor, including media and format.
11. Specify support and maintenance to be provided.
12. Prearrange change control processes and pricing to address scope creep.
13. Any training provided by the vendor must be preapproved.
To ensure a successful venture, all parties need to establish a clear understanding of each other's roles
and open lines of communication. They also need to work to develop an environment of mutual trust.
Open access provides the pathway to a successful relationship; an open exchange of information
throughout the project will facilitate quick resolution when issues do arise.
Task 1.2 — Assist with User Acceptance Testing
Page 3 of 9 Pages
(Exhibit A—EMA's Services)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 10105104
EMA will develop user acceptance test scripts to test the configuration of the ERP system to ensure
compliance with configuration specifications. User acceptance testing will be used to verify the testing
activities have been completed and have validated the design of the ERP system. We will develop User
Acceptance Test Scripts, perform User Acceptance Testing Oversight and maintain a Defect Log
Template
Task 1.3 — ERP Interface Design
EMA will provide the user requirements for the integration of the ERP system with other City systems.
Based on the requirements, EMA will oversee design of the interfaces for the selected ERP solution and
manage system integration activities performed by the vendor. EMA will assist with integration testing to
assure the configured functionality works correctly. EMA has the expertise to design and program the
interface but they are not included in this scope of work.
Tract 2 - Business Process Analysis
The following tasks will be repeated for each of the four major work groups (Building/EnerGov, Finance,
HR, and Billing) understanding that there are sub groups within each (e.g., budget, procurement) for which
the tasks may be required independently. The costs for these will not be uniform. The first work group to
be addressed will require a significantly larger effort than the remaining three. The large effort is due to the
fact that we are laying out the road map for the entire project. Specific effort completed in the first
workgroup that will not need to be repeated includes:
• Development of the working templates, which include
— SWIM lane diagrams that are used to visually represent the various business processes and
sub-processes and the associated data
— forms for resolving changes to business processes
i
— communications media
— requirements templates for vendor coordination
— training materials
— vendor sign off
• Integration requirements are primarily defined during the first workgroup
• Developing the team structure and rules for participation and sign off
• Building organizational momentum for the change process
• Building an approach to identify and change "sacred cows"
• Formalizing Project Management activities as defined in Tract 1
• Knowledge transfer to the project team on project execution and developing common language
Based on the Phase 1 work Miami Beach should undertake the EnerGov workgroup first since there are
significant issues that will be addressed with this effort. This work group also has the most points of
interaction with other City Departments and technologies
Page 4 of 9 Pages
(Exhibit A—EMA's Services)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 10/05/04
Task 2.1 — Review and Analysis of Existing Operational Objectives and Mission for
Each Work Group
The purpose of this task is to understand Miami Beach's overall strategic objective and compare them to the
way the four work groups are currently working. If there is misalignment this project is an opportunity to
evaluate the options for making changes. This task will also allow the work groups to define key performance
indicators to measure the progress against City wide objectives.
The City Project Manager will work with the EMA Project Manager to identify stakeholders who have
insight into the strategic objectives of the City. EMA will meet with this group to determine if there are
approaches to the work groups operations they would like to have evaluated and changed to better
support strategic objectives. As an example, the City may wish to improve customer service in a
significant way. This may require business process to be changed to expand business hours, provide
more transparency, or have more self-service options.
After the meeting, EMA will conduct a half-day workshop with the City project team and work group
leadership in which the strategic perspectives are presented and discussed. Consideration of stakeholders
and their business needs will be discussed to determine what if any changes to work group objectives and
mission should be made. Any objective that IS identified will be used in the BPA process.
Task 2.2 - Review and Analysis of Existing Practices within Identified Work Groups
The purpose of this task is to understand Miami Beach's business needs, customers' needs, and the
needs of key stakeholders. Additionally, this task will develop alignment through agreement on business,
technical, and other drivers and how to measure success. By "drivers," we mean those pressures that are
causing Miami Beach to consider investing in analysis and/or improvement to business processes.
The Miami Beach Project Manager will work with the EMA Project Manager to identify stakeholders who
have significant needs related to this project. A workshop will be conducted with these stakeholders,
supplemented by a few one-on-one interviews.
Additionally EMA will review manual processes or Excel spreadsheets to determine what functionality these
systems are providing and what data is stored in these systems.
After the interviews, EMA will conduct a half-day workshop with the Miami Beach project team in which the
stakeholders' perspectives are presented and discussed, and then converted to high level project
requirements.
Careful consideration of stakeholders .� ®■ o
and their business needs can reveal
important functionality that isn't obvious .�
in the current business processes and
o •■•• .■..5��
systems. Stakeholders can also identify
where business processes cross • - o
organizational boundaries. These
points of exchange are often an
.d.e .r.
Standard Form of Agreerr °'
opportunity for work process automation or integration.
Task 2.3 - Development of Process Diagrams that will present the Initial Definition of
the Various Business Processes
During the workshops and interviews identified above EMA will capture the information required to
develop initial business process diagrams. These diagrams will then be developed in Microsoft Visio.
They will depict a high level picture of the business processes and objectives within Miami Beach.
These process diagrams will be presented to Miami Beach staff for review and comment.
Task 2.4 — Development of Work Flow Diagrams that Describe how and when Work
within the Work Groups is Accomplished
For this task we will add the initial work Miarni Beach Business Process
flow diagrams to the process diagrams. ... „�. o ..s imij�Each work group, when there is cross WW
department work flow, will be depicted on Left
its own row. This approach serves
several purposes. First it relates all work
flow activities back to a specific business
process. This will highlight any work that ;
is being performed that does not directly
relate to a specific business process. -
Second, it will show all touch points
(areas where information is passed)
between specific groups. It is important to
understand these since one of the best
ways to improve practices is to limit the
number of touch points as much as
possible while still meeting the business
needs of Miami Beach. Touch points are also usually prime targets for leveraging technology, whether it be
on a single system such as ERP or between multiple systems — ERP and CityWorks, GIS, and 311, for
example.
Task 2.5 — Development of Data Miarni Beach Business'Process Analysis Objective
Flow Diagrams that show the
Relationships between the
0
Business Processes, the �♦ ...� ;�
Dataflow, and the Data
For this task we will add the initial data '
flows to the business/work flow diagrams.
By adding data flow diagrams to the
existing diagrams Miami Beach will be
Standard Form of Agreeme
able to see how data is used within work flows. This data can then be analyzed to determine not only
what data is critical, what adds little or no value, and what data is missing, but also what data should be
called out to use for specific performance measures and exception reports.
By capturing data from the previous three tasks on an integrated flow diagram Miami Beach will be
able to quickly identify areas for process improvement, identify opportunities to provide new services,
and clearly communicate specific system requirements to the ERP project implementation team.
The next three activities will be conducted in parallel. We will use the process analysis diagrams
developed in the previous steps as the baseline for these activities. EMA staff will review the diagrams
and identify areas of possible improvement through either changes to the process or the application of
technology. We will then conduct a series of workshops with Miami Beach staff to review the possible
changes and document other changes identified by Miami Beach staff.
At this stage, we will also utilize an iterative process where we look at the business processes to
determine if various steps can be:
• Eliminated, often steps are added over time to
address issues that have become unnecessary
No No No
• Reduced, again many steps can often be reduced '
in frequency
i Yes Yes Yes
• Shifted, when steps are analyzed it may be
determined that different people are performing
similar or the same tasks. These can often be Yes •-®-
consolidated and assigned to a single person.
• Redesigned, New technology offers opportunities
to automate tasks
Task 2.6 — Development of Proposed Process Diagrams that will present Optimized
Business Processes or Activities Based on Industry Best Practices
At EMA we have conducted over 400 business process analysis projects for our clients in municipal
government. Through this work we have identified many best practice strategies. We will apply these in
this step. The proposed processes will be in the same format as those listed in the previous activities.
These will be submitted to Miami Beach for review and comment.
Task 2.7 - Development of Proposed Work Flow Diagrams that Describe Optimized
Work Flows
EMA will work with Miami Beach staff to identify ways to streamline work flows by looking at the
business processes, the touch points between different work groups (internal Miami Beach and
external), and the application of specific technologies or technology integrations. Optimized work flows
will be presented and discussed with Miami Beach staff.
Miami Beach will find that some of the improved work flows can be implemented immediately while
others will be dependent on the implementation of the ERP.
Page 7 of 9 Pages
(Exhibit A—EMA's Services)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 10105104
Task 2.8 - Development of Proposed Data Flow Diagrams that Reflect and Support
the Optimized Business Processes
The data flow diagrams will be updated to reflect the new business processes and work flows developed
above. EMA will also make recommendations of specific data elements that should be used in reports, as
stand-alone performance measures or'should be included in calculated performance measures. A good
example of performance measure is the development of indices. Indices can be defined that assign a
relative level of effectiveness or efficiency to a City process. These can be used with Miami Beach's
continuous improvement process to measure improvement
Once the business process diagrams are updated, they can be used to quickly communicate with the
ERP vendor how the system needs to be configured. These will also serve as operating procedures and
training material.
Task 2.9 - Development of Business Process Requirements
A proven approach for successfully implementing new technology is to clearly define the needs and
then work with the selected vendor to tailor their solution to these needs.
For this task EMA will analyze and synthesize the work to date, and discuss the specifications in a
working session with the Miami Beach project team and the ERP vendor.
In the course of reviewing and discussing these functional requirements, EMA will capture —and
supplement— reviewers' perspectives on how Miami Beach optimized business processes may change
as a result of implementing the new system.
EMA will work with the Miami Beach Project Manager to identify a format and schedule for progress
reports that best meets the needs of the project. EMA will provide these reports in the desired format
and with the desired frequency.
Deliverables
Progressive Deliverables Development Manages Risk and Provides Basis for
Informed Decisions
We create deliverables in an incremental
fashion. While the specifics vary by task,
general we will first collect information
(through interviews, walk-throughs,
EMA Odtes all projec liverables in Irincremental
workshops, etc.). The information manner
collection will be followed by an analysis step
conducted by the Miami Beach / EMA team.
The results of this analysis will be presented in draft form (typically to the Miami Beach project team
and other key staff as appropriate) for review, discussion, and feedback. Finally, the draft will be
updated to reflect the discussion.
Page 8 of 9 Pages
(Exhibit A—EMA's Services)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 10/05/04
This incremental approach keeps the team well informed and focused on the deliverables. It ensures that
there are no surprises.
D- . . - Description
Project Kick-off Meeting and Present project plans and procedures to Miami Beach project team for review
Documentation and approval in a project kick-off meeting and provide narrative and/or
documentation of said kick-off meeting.
Status Reports Produce and submit status reports to the designated project manager and
Miami Beach project team monthly.
Workshops and Customer Conduct workshops and interviews with Miami Beach work groups and staff
Interviews and Documentation as needed to identify and define existing business processes and provide
narrative and/or documentation of said workshops and interviews.
Initial Version of Existing Process Develop and deliver initial version of process diagrams that reflect the
Diagrams various business processes and activities.
Initial Version of Existing Work Develop and deliver initial version of work flow diagrams
Flow Diagrams
Draft Proposed Work Flow Revise draft proposed business work flow diagrams. Based on the Eliminate,
Diagrams Reduce, Shift, Redesign process with additional workshops and interviews as
needed
Final Proposed Work Flow Develop final version of proposed business work flow diagrams for
Diagrams submission to Miami Beach project manager and project team
Follow-up Workshops and Conduct follow-up workshops and customer interviews as needed to present,
Customer Interviews review, and modify draft version of business process models and provide
Documentation narrative and/or documentation of said workshops and interviews
Draft Proposed Business Process Revise draft proposed business process models with additional workshops
Models and interviews as needed
Final Proposed Business Process Develop final version of proposed business process models for submission to
Models Miami Beach project manager and project team
Final Review Meeting with Project Schedule and conduct review meeting with project team to hand off all
Team and Documentation project related deliverables
User Acceptance Test Scripts Documented UATS designed to assure desired functionality is implemented
(UATS) correctly
User Acceptance Testing Sign off sheets after completion of UATS
Oversight
Defect Log Template Updated log of system issues discovered during system implementation and
testing
Page 9 of 9 Pages
(Exhibit A—EMA's Services)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 10/05/04
EXHIBIT B
This is EXHIBIT B,consisting of 1 pages,referred to in and part of
the Agreement between Client and EMA for Professional Services
dated ,
Client's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of Client as set forth in this Agreement,Client shall at its expense:
A. Provide EMA with all criteria and full information as to Client's requirements for the Project, including design
objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary
limitations; and furnish copies of all design and construction standards which Client will require to be included in the
drawings and specifications;and furnish copies of Client's standard forms,conditions,and related documents to EMA.
B. Furnish to EMA any other available information pertinent to the Project including reports and data relative to
previous designs,or investigation at or adjacent to the Site.
C. Following EMA's assessment of initially-available Project information and data and upon EMA's request, furnish
or otherwise make available such additional Project related information and data as is reasonably required to enable EMA to
complete its Basic and Additional Services.
D. Give prompt written notice to EMA whenever Client observes or otherwise becomes aware of the presence at the
Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of EMA's
services,or any defect or nonconformance in EMA's services,the Work,or in the performance of any Contractor.
E. Authorize EMA to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required.
F. Arrange for safe access to and make all provisions for EMA to enter upon public and private property as required
for EMA to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, drawings, specifications, proposals, and other documents
presented by EMA (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as
Client deems appropriate with respect to such examination)and render in writing timely decisions pertaining thereto.
H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases
of the Project designed or specified by EMA and such reviews, approvals, and consents from others as may be necessary for
completion of each phase of the Project.
I. Provide,as required for the Project:
1. Accounting,bond and financial advisory, independent cost estimating,and insurance counseling services.
2. Legal services with regard to issues pertaining to the Project as Client requires, Contractor raises, or EMA
reasonably requests.
J. Advise EMA of the identity and scope of services of any independent consultants employed by Client to perform or
furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value
CONSULTANTing,and constructibility review.
K. Attend job related meetings.
L. Provide EMA with the findings and reports generated by the entities providing services to Client pursuant to this
paragraph.
EXHIBIT C
This is EXHIBIT C, consisting of 2 pages, referred to in and part of
the Agreement between Client and EMA for Professional Services
dated ,
Payments to EMA for Services and Reimbursable Expenses
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties:
ARTICLE 2--—Client's Responsibilities
C2.01 Compensation For Basic Services
A. Client shall pay EMA for Basic Services set forth in Exhibit A,as follows:
1. An amount equal to the cumulative hours charged to the Project by each class of EMA's employees times
Hourly Rates for each applicable employee for all Services performed on the Project, plus Reimbursable Expenses and
EMA's Consultants'charges,if any.
2. EMA's Reimbursable Expenses Schedule and Hourly Rates are attached to this Exhibit C as Appendix 1.
3. Total compensation for Services under paragraph C2.01 is estimated to be$1,995,000 based on the following
assumed distribution of compensation:
a. Project Management $1,050,000
b. Energov BPA $ 675,000
c. Human Resources BPA $ 95,000
d. Finance BPA $ 45,000
e. Billing BPA $ 130,000
f. Reimbursable Expenses Included in the numbers above
4. EMA may alter the distribution of compensation between individual phases of the work noted herein to be
consistent with Services actually rendered, but shall not exceed the total estimated compensation amount unless
approved in writing by Client.
5. Amounts billed for EMA's Services under paragraph C2.01 will be based on the cumulative hours charged to
the Project during the billing period by each of EMA's employees times Hourly Rates for each applicable employee,
plus Reimbursable Expenses and EMA's Consultant's charges.
6. Hourly Rates will be adjusted upwards by 3% annually (as of April 1st) to reflect equitable changes in the
compensation payable to EMA.
C2.02 Compensation For Reimbursable Expenses
A. Client shall pay EMA for all Reimbursable Expenses at cost. Amounts payable to EMA for Reimbursable
Expenses will be travel and other Project-related expenses actually incurred by EMA.
C2.03 Other Provisions Concerning Payment
A. Whenever EMA is entitled to compensation for the charges of EMA's Consultants, those charges shall be the
amounts billed by EMA's Consultants to EMA times a factor of 1.25.
Page 1 of 3 Pages
Exhibit C—Basic Services—Standard Hourly Rates Method of Payment
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
B. Estimated Compensation Amounts
1. EMA's estimate of the amounts that will become payable for specified Services are only estimates for
planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to EMA
under the Agreement.
2. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to
EMA that a compensation amount thus estimated will be exceeded, EMA shall give Client written notice thereof.
Promptly thereafter Client and EMA shall review the matter of Services remaining to be performed and compensation
for such Services. Client shall either agree to such compensation exceeding said estimated amount or Client and EMA
shall agree to a reduction in the remaining Services to be rendered by EMA, so that total compensation for such
Services will not exceed said estimated amount when such Services are completed. If EMA exceeds the estimated
amount before Client and EMA have agreed to an increase in the compensation due EMA or a reduction in the
remaining Services,EMA shall be paid for all Services rendered hereunder.
C. To the extent necessary to verify EMA's charges and upon Client's timely request,EMA shall make copies of such
records available to Client at cost.
\a
,•`4
'a
Page 2 of 3 Pages
Exhibit C—Basic Services—Standard Hourly Rates Method of Payment
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
Appendix 1 to EXHIBIT C
EMA Associate Rates
Name Job Title— FL State Contract 3/31/1-5 3/31/16 3/31/16
Yokopenic,Craig Chief Information Officer $355 $365 $375
Bialka,Bruce IT Chief Operating Officer $280 $290 $300
Powers,Lynne Operating Unit IT Executive $245 $250 $255
Mason,Valerie Departmental IT Executive $205 $210 $215
Merrill,Robert Departmental IT Executive $ 180 $ 185 $ 190
Benoit, Summer Director,HRAT $ 150 $ 155 $ 160
Rodriquez, Martha Knowledge Engineer $ 150 $ 155 $ 160
Welling, Stephen Business Process Consultant $ 140 $ 145 $ 150
Bowen,Billy Business Process Consultant $ 135 $ 140 $ 145
Haider,Jami Customer Support Analyst $ 105 $ 110 $ 115
In no case shall rates exceed the rates stipulated in State of Florida Contract 973-561-10-1, entitled
Information Technology(IT) Consulting Services.
Page 3 of 3 Pages
Exhibit C—Basic Services—Standard Hourly Rates Method of Payment
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
This is EXHIBIT D, consisting of 1 pages, referred to in and part of
the Agreement between Client and EMA for Professional Services
dated ,
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
D6.05 Insurance
A. The limits of liability for the insurance required by paragraph 6.04.A and 6.04.13 of the Agreement are as follows:
1. By EMA:
a. Workers' Compensation: Statutory
b. Employer's Liability--
1) Each Accident: $1,000,000
2) Disease,Policy Limit: $1,000,000
3) Disease,Each Employee: $1,0009000
C. General Liability--
1) Each Occurrence(Bodily Injury and
Property Damage): $1,000,000
2) General Aggregate: $2,000,000
d. Excess or Umbrella Liability--
1) Each Occurrence: $59000,000
2) General Aggregate: $5,000,000
e. Automobile Liability--
1) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident $19000,000
f. Professional Liability—
1) Each Claim Made $3,0009000
2) Annual Aggregate $3,000,000
Page 1 of 1 Pages
Exhibit D-Insurance
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09
This is EXHIBIT E, consisting of 1 page,referred to in and part of the
Agreement between Client and EMA for Professional Services
dated ,
Dispute Resolution
Paragraph 6.09 of the Agreement is amended and supplemented to include the following agreement of the parties:
[NOTE: Select one of the two alternatives provided]
E6.09 Dispute Resolution
A. Mediation. Client and EMA agree that they shall first submit any and all unsettled claims, counterclaims, disputes,
and other matters in question between them arising out of or relating to this Agreement or the breach thereof("Disputes") to
mediation by the American Arbitration Association following the Construction Mediation Rules. If such mediation is
unsuccessful in resolving a Dispute, then (a)the parties may mutually agree to a dispute resolution of their choice, or
(b)either party may seek to have the Dispute resolved by a court of competent jurisdiction.
Page 1 of_1 Pages
(Exhibit E—Dispute Resolution)
Standard Form of Agreement Between Client and EMA for Professional Services
Revised 12/09/09