professional services agreement software and system integration services and managed services

617 Pages·2015·20.66 MB·English

PROFESSIONAL SERVICES AGREEMENT
SOFTWARE AND SYSTEM INTEGRATION SERVICES AND MANAGED
SERVICES FOR ORACLE EBS ERP SOFTWARE
BETWEEN
COOK COUNTY GOVERNMENT
THE ERP CENTER OF EXCELLENCE
AND
IBM CORPORATION
CONTRACT NO. 1418-14268
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COOK COUNTY / IBM _ TABLE OF CONTENTS
1. Master Services Agreement
2.
Schedule 1 - Relationship Management
a.
Appendix 1-1 - County Facilities
b.
Appendix 1-2 - Provider Facilities as of Effective Date
3.
Schedule 2,A. - Statement of Work - ERP lmplementation & Managed Services
a. Exhibit 2A-I - Reserved
b. Exhibit 2A-2 - Reserved
c.
Exhibit 2A-3 - Functional and Technical Requirements in Scope
d.
Exhibit 2A-4 - Reports in Scope
e.
Exhibit 2A-5 - Interfaces in Scope
f.
Exhibit 2A-6 - Conversions in Scope
g.
Exhibit 2A-7 - Enhancements in Scope
h.
Exhibit 2A-8 - Workflow in Scope
i.
Exhibit 2A-9 - Deliverable Expectation Documents
j.
Appendix 3-4 - Fees (Pricing Tables)
4.
Schedule 28 - Statement of Work - Additional Services
5.
Schedule 2C - Statement of Work - Optional Services
a. Exhibit 2C-l - Oracle Learning Management (OLM) and Performance Management
Requirements
b. Exhibit 2C-2 - Enterprise Asset Management Requirements
c.
Exhibit 2C-3 - Mobile Supply Chain Applications (MSCA) Requirements
d.
Exhibit 2C-4 - Property Manager Requirements
e. Appendix 3-4 - Fees (Pricing Tables)
6.
Schedule3-Fees
a.
Appendix 3-1 - Estimated Travel Expenses
b.
Appendix 3-2 -Termination for Convenience Fees (Pricing Tables)
c.
Appendix 3-3 - Baselines (Pricing Tables)
d.
Appendix 3-4 - Fees (Pricing Tables)
e.
Appendix 3-5 - Personnel Rates (Pricing Tables)
f.
Appendix 3-6 - Reserved
g.
Appendix 3-7 - Resource Unit Definitions
7.
Schedule 4 - Service Level Requirements and Fee Reductions
a.
Appendix 4-1 - Service Level Agreements
b. *Key
Appendix 4-2 Performance Indicators
8. Attachment A - Definitions
9.
Attachment B - Reserved
10. Attachment C - Compliance and Audit Standards
11. Attachment D - Security and Data Protection
12. Attachment E - Exit Assistance
I 3. Attachment F - Reserved
14. Attachment G - Required Insurance Coverage
15. Attachment H - Key Provider Personnel
16. Attachment I - Approved Subcontractors
1EGA1126928909.1
MASTER SERYICES AGREEMENT
BETWEEN
COOK COUNTY GOVERNMENT
AND
IBM CORPORATION
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Terms and Conditions September 15,2015
TABLE OF CONTENTS
1. INTRODUCTION...... .................... 1
2. TERM
4.
5.
6.
COUNTY RESPONSIBILITIES .................9
6.1. Responsibilities..........
County ..................9
6.2. Obligations
No Other ..............9
7.
REQUrREDCONSENTS.............
7.1,. Required Consents for Assets in Use and Third Party Contracts as of the
Date..........
Effective ...............9
Alternatives................
7.2. ..........10
8. PROPRIETARY RIGHTS.. 10
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8.1. Property
County Intellectual ....................10
8.2. Property
Developed Intellectual ..............10
8.3. Property
Provider Intellectual .................10
8.4. Property
Third Party Intellectual .............11
8.5. Knowledge
Residual ...............11
9. CONFIDENTIALITY ..................1 I
9.1. ............
Confidentiality ..........11
9.2. Personnel...............
Undertakings With Respect To .....................14
9.3. Protection
Security and Data ...................14
WARRAI\TIES
10. REPRESENTATIONS AND .....................14
10.1. Ilinois Law........... .................14
10.2. Technology
.........14
10.3. ...........
Subcontractors ...........14
10.4. Standards...
Work ..................15
10.5. Maintenance................
.........15
10.6. Property....
Provider Materials and Third Party Intellectual .........15
10.7. Software....
Developed ..........15
10.8. Source.......
No Open .............15
10.9. Regulations...........
Compliance with Law and ..........16
10.10. Viruses ................16
10.11. Absence of Litigation................ ..:................ ...............16
Afhdavits
10.13. ...........17
Ethics
10.14. ..................17
10.15. Resale of Equipment and Software.... .....17
Disclaimer
10.16. ...........17
11. INSURANCE AND RISK OF LOSS t7
12. INDEMNITIES t7
12.1. Provider
Indemnities by ........17
12.2. .............
Indemnification Procedures .......18
12.3. Infringement...............
............19
13. LIABILITY 19
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14. DISPUTE RESOLUTION.. 22
14.1.
t4.2.
14.3.
14.4.
15. TERMINATION 22
County......
15.1. Termination for Cause by the ..................22
t5.2. Termination Upon Sale, Acquisition, Merger or Change of Control, or
Condition
For Change in Financial .........24
Provider
15.3. Termination for Cause by ..........2q
Convenience
15.4. Termination for ..................25
Suspension
15.5. Service ................25
Majeure.....
15.6. Termination for Force ...........26
Funds
15.7. Termination for Non-Appropriation of ............26
Date....
15.8. Extension of Termination ............26
Assistance...............
15.9. Exit ........26
16. GENERAL 27
16.1.
Minority and Women's Business Enterprises Commitment...........................27
16.2. Liability
Joint and Several .....27
16.3. Documents
Business ..............27
16.4. Interest.
Conflicts of ..............27
16.5. Officials
Non-Liability of Public ............28
16.6. .............
Consents and Approvals .............28
16.7. ............
No Collateral Agreements ...........28
16.8. Omissions...............
No .........29
16.9. Contractor.................
Independent ...........29
16.10. Third Parfy Beneficiaries.............. ...........29
. Parties.......
1 6.1 1 Contractors and Agents of the .................29
16.12. Notices ...............29
16.13. Publicity .............30
16.t4. Liens......... ...........30
16.15. Waiver...... ............31
16.16. Counterparts................ ...........31
.
16.17 Assignment; Subcontracting ...........
16.18. Entire Agreement; Amendment............... ..................31
16.19. Severability ..........32
16.20. Survival..... ..........32
Remedies
16.21. Cumulative ...........32
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16.22. Further Acts .......... .................32
16.23. Govemmental Joint Purchasing Agreement ...............32
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SCHEDULES AND ATTACHMENTS
SCHEDULES
Schedulel
RelationshipManagement
2A
Schedule Statement of Work
2B
Schedule Statement of Work - Additional Services
2C
Schedule Statement of Work - Optional Services
3
Schedule Fees
4
Schedule Service Level Agreements and Fee Reductions
ATTACHMENTS
A
Definitions
B
[Reserved]
C
Compliance and Audit Standards
D
Security and Data Protection
E
Exit Assistance
F
[Reserved]
G
Required Insurance Coverage
H
Key Provider Personnel
I
Approved Subcontractors
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Terms and Conditions September 15, 2015
TERMS AND CONDITIONS
This Master Services Agreement (the "A.geement"), made as of
September 15,2015 (the "Effective Date"), is entered into by and between the County of
Cook, a public body corporate of the State of Illinois, on behalf of the Office of the Chief
Procurement Officer (the o'County"), and IBM Corporation, a New York corporation
(ooProvider") pursuant to authorization by the Cook County Board of Commissioners on the
9th day of September, 2015 as evidenced by the Board Authorization Leffer attached
uPartt''means
hereto. As used in this Agreement, either the County or Provider, as appropriate,
and "Parties" means the County and Provider.
1.
INTRODUCTION
1.1.
Background. This Agreement is being made and entered into with reference to
the following:
1.1.1. The County provides general government services to its Using Agencies,
including services performed by the Cook County Health and Hospitals System and the
Forest Preserves District of Cook County;
1.1.2. Provider is a leading provider of technology services, including the
Services (as defined in Section 3.1 below); and
1.1.3. After the County's request for proposal and Provider's response to such
request, and the County's evaluation of Provider's response in accordance with the
evaluation criteria published in the request for proposal, the County and Provider have
agreed, as of the Effective Date, to enter into this Agreement.
1.2.
Objectives. The Parties' objectives for this Agreement are as follows:
I.2.I. Provide a scalable and flexible services arrangement that will change as
the County's requirements change (provided that such changes are gennane to the
Agreement).
1.2.2. Provide the Services for highly-competitive charges.
1.2.3. Provide the Services for charges determined by reference to a pricing
methodology that:
(a)
utilizes fixed, function-based pricing to the extent possible;
(b) results in the County's costs being predictable with factors
affecting such charges remaining within the County's control; and
(c) gives Provider incentives to: (i) use resources efficiently;
(ii) continuously improve internal processes; (iii) continuously train personnel;
and (iv) periodically implement new technology.
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1.2.4. Provide improved cost driver and operational transparency to support
enhanced decision-making by the County's management and continuous improvement
with respect to the perfonnance of the Services.
1.2.5. Monitor developments in, and provide advice and recommendations on,
technology, operations and processes that provide measurable value for the County.
1.2.6. Provide the County with terms and conditions that are consistent with, and
provide the County protections and benefits that are consistent with, those obtained by
other large customers (including similar govemment entities) in competitive
procurements in the marketplace, and that, among other things, are designed to support
the County's present and future service needs.
1.3.
Guiding Principles. The principles identified below ("Guiding Principles")
include principles that the Parties have determined to be important for the success of their
relationship.
1.3.1. Enhance the County's Capabilities and Effectiveness. Services will be
provided in a manner that enhances the County's ability to deliver high-quality, cost-
effective services, both internally within the County and extemally to the County's Using
Agencies, with minimal intemrptions in, and adverse impacts on, the County's delivery
of services to its Using Agencies. The managed services environment will provide the
County with industry-leading levels of performance.
1.3.2. Focus on Core Competencies. By engaging Provider to perform the
Services and leveraging Provider's core competencies, the County will be able to focus
more of its internal resources on providing services to its Using Agencies, including
improved levels of service.
1.3.3. Improve Operational Processes. The County will learn a group of tasks
from Provider that optimize the efficiency or effectiveness of the discipline or process to
which they contribute and that are generally adaptable and replicable across similar
organizations or enterprises, and sometimes across different functions, which will allow
the County to improve its operational processes, including improving the efficiency of
delivering services to its Using Agencies.
1.4.
InterpretationandConstruction.
1.4.1. The background, objectives and Guiding Principles set forth in
Sections 1.1 through 1.3 shall function as guiding statements regarding the Parties'
overall intentions for this Agreement. If any term or condition of this Agreement is
ambiguous, unclear, or if the Parties did not anticipate a particular issue, the Parties shall
refer to and apply the provisions of Sections 1.1 through 1.3 to resolve and/or address the
ambiguous, unclear and/or unanticipated issue and this Agreement will be interpreted so
as to give meaning to such provisions. Such provisions are not intended to expand the
scope of the Parties' obligations under this Agreement or to alter the plain meaning of the
terms and conditions of this Agreement.
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