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HomeMy WebLinkAbout000777 Amendment (5)x MONROE PARTNERS June 4, 2014 ##000777 Statement of Work Technical Support Services for Standstill Agreement This statement of work ("SOW") submitted by West Monroe Partners, LLC ("WMP") to the City of Port Angeles ("Client" or "City") sets forth the allocation of responsibilities, overview, services and deliverables, assumptions, team structure, and estimated timeline and services fees. This SOW is made as of June 4, 2014 ("SOW Effective Date") by and between WMP and Client, and is incorporated into and subject to the terms of the Professional Services Agreement dated September 27, 2013 between WMP and Client ("Agreement"). BACKGROUND In a prior engagement (SOW dated October 21, 2103), WMP conducted an assessment of the City's Advanced Metering Infrastructure (AMI) and Smart Meter Project (AMI Project). In that deliverable, WMP outlined a 60 -day plan to remedy the AMI Project. On March 18, 2014 the City Council approved a timeline of 60 work days for the City Staff to create an acceptable remedy plan with Mueller Systems. Subsequently, Mueller Systems and the City tentatively agreed to pursue a Standstill Agreement during which time Mueller Systems and the City would explore a negotiated settlement regarding the AMI Project. This SOW defines the activities to be performed by WMP—in support of City staff—to reach a negotiated settlement with Mueller Systems. OBJECTIVES The City desires WMP to provide technical support services during the negotiation period. It is the objective of the City that the negotiation process will result in resolution of all issues regarding the Mueller AMI Project contract, together with a roadmap to address restoration of its electric and water meter equipment and data collection system. The objectives of this Project are for WMP to provide technical support to City Staff (and its legal counsel) regarding: - Formulation of a negotiation position and related support during the negotiation process - Negotiation of a contract termination agreement with Mueller Systems - Restoration of the City electricity and water meters and data collection system SCOPE OF WORK The scope of work is to provide technical support services as required by the City in its negotiation of a settlement agreement with Mueller Systems. ACTIVITIES AND DELIVERABLES Subject to the terms of this SOW and the Agreement, WMP will provide Services related to the following activities. Documentation will be developed as instructed by the City. 1. Meter Replacement Options—based on the prior WMP AMI Project Options Assessment (January 2014), WMP would investigate and document the implications and requirements of each option with respect to removing Mueller Systems equipment and restoring a functional meter reading system for the City. For each Option, the required actions (and their sequencing) and responsible parties will be delineated, together with any questions requiring resolution during the negotiation process. 2. Support Negotiation Posture—WMP would collaborate with City Staff in defining negotiating positions, trade-offs and prepare a negotiation decision tree. Reproduction and distribution without © 2014 West Monroe Partners, LLC prior consent prohibited. Page 1 of 4 Proprietary and confidential Rev 100108 rMONROE ®• PARTNERS 3. Support Negotiation Process—WMP would participate in City meetings/phone calls preparing for negotiation sessions, attend and participate in negotiation meetings. WMP would prepare documents for negotiation sessions (or follow-up) as requested by City. 4. Contract Termination Support—WMP would provide input to contract termination documents as requested by City. The Project Deliverables would consist of the following: - Meter Replacement Options Memorandum - Input to Negotiating Position (TBD, in format requested by City) and decision tree delineating options - Input to Negotiation Sessions (TBD, as requested by City) - Input to Contract Termination (TBD, as requested by City) Any services not explicitly set forth in this SOW are deemed out of scope for this SOW, and will be performed pursuant to a separate statement of work or change order executed by the parties. TIMELINE The Services pursuant to this SOW are estimated to be performed during the period covered by the negotiation process, and continue after the negotiation process has terminated to provide any necessary post -negotiation support services, subject to the approved project budget. PROJECT STAFFING The following WMP roles will perform the Services pursuant to this SOW. Additional consultants may perform services as subject matter experts (SMEs) pursuant to this SOW. Names are provided here as examples of resources; alternate individuals may be assigned, with comparable skills, depending on the timing of the Project. Executive Sponsor: Tom Hulsebosch Project Manager: David South Technical SME: Dan Doughty The following Client roles are to be engaged during this Project: Reproduction and distribution without © 2014 West Monroe Partners, LLC prior consent prohibited. Page 2 of 4 Proprietary and confidential Rev 100108 ♦' y�MONROE PARTNERS MIMEMMI7. COPA Project Sponsor • Serves as owner of the Project and its results • Coordinates communications with the City leadership and City Council • Provides cross -departmental coordination and issue resolution with the City • Serves as primary COPA point of contact for contractual issues and City commitments Key Stakeholders . Represents the various internal organizational groups or external that participate in the Meter Replacement Project or are affected by the results of the Meter Replacement Project • Authorized to make decisions with regard to group represented • These roles include vendors supplying products and services to the Meter Replacement Project COPA Project Manager . Serves as COPA's primary contact to coordinate COPA personnel and vendor participation in the assessment process • Coordinates access and use of City facilities, as may be required • Provides ongoing direction and expectations for WMP personnel Technical & Functional Leads . Subject matter experts providing expertise with regard to the products, systems, & SMEs business processes, resources and information required during the assessment GENERAL CONDITIONS This SOW is based on the following general conditions. Changes to the general conditions, the inclusion of additional conditions, or changes to any of the terms of this SOW, will impact the estimated fees and schedules. This SOW will be executed promptly. 1. If changes to the SOW (scope or schedule) are identified and/or requested by Client or WMP during the course of the Project, a Change Order will be mutually agreed upon and executed by Client and WMP detailing the necessary scope modification and, if applicable, revisions to the WMP resources, associated fees, and like changes. 2. WMP understands that travel can be costly. As such, WMP will work with Client to minimize travel and overnight stays through use of technology to facilitate meetings as appropriate. 3. Implementation of, or change in, any hardware or software is specifically excluded from this Project. 4. The scope of this work does not cover the resolution of any dispute or appearance in court. If our presence in court is requested or required by law, Client will reimburse WMP for time and expenses incurred, including expenses for outside counsel. 5. Client will provide WMP with reliable, accurate and complete information as required. 6. Client will make timely decisions and obtain required management approvals, all consents, and/or licenses necessary from third parties required for WMP to perform its obligations in this SOW. 7. Client will provide WMP personnel with a suitable office environment and adequate resources and supplies, as needed. 8. Client will retain responsibility for its compliance with all applicable federal, state/provincial and local laws and regulations. 9. WMP will be entitled to rely on all Client decisions and approvals made in relation to this SOW and nothing in the SOW will require WMP to evaluate, advise on, modify, confirm, or reject such decisions and approvals. Reproduction and distribution without © 2014 West Monroe Partners, LLC prior consent prohibited. Page 3 of 4 Proprietary and confidential Rev 100108 CMONROE PARTNERS 10. Client will notify WMP in reasonable detail of any material deficiencies with the Deliverables within fourteen (14) days of delivery. WMP will have a reasonable period of time, based on the severity and complexity of the non- conformance, to correct the non-conformance. If Client fails to promptly notify WMP of any material non-conformance within fourteen (14) days after delivery, or unreasonably delays, then the Deliverable will be considered accepted by Client no later than the fourteenth (14th) day after delivery. 11. Client will ensure: (i) that executives, management and key application owners (both business & technical), operations, and infrastructure resources of both Client and all third party vendors will be reasonably and timely available as required by WMP, for interviews, meetings, and knowledge transfer; (ii) that both Client and all third party vendors will timely provide documentation; (iii) that all third party vendors meaningfully participate as required by WMP for the performance of this SOW; and (iv) that qualified individuals from Client and all third party vendors are made reasonably available as required and perform their assigned tasks and responsibilities in a timely manner. 12. WMP's assessment is contingent on and based upon the information and materials provided by Client to WMP. LOCATION OF SERVICES Work pursuant to this SOW will be performed on Client's premises in Port Angeles, WA, at WMP offices, or the location of negotiation meetings. PROFESSIONAL ARRANGEMENTS The Services will be performed on a time and materials basis. The not to exceed (NTE) budget is based on WMPs best estimates of time required to provide anticipated support services and may not reflect actual time for support services required by the City. Based on this best estimate of support services and travel the not to exceed fee is $140,000. If the estimated costs to perform the defined tasks and deliverables are expected to exceed the not -to -exceed amount, WMP will notify the City in a timely matter, for subsequent notification of the City Council, so that an adjustment in scope or budget is required. WMP will submit bi-weekly updates to the City of its services performed and budget expended in order to provide advance notification of any necessary service/budget adjustments. Invoices will be submitted monthly for actual time expended and expenses incurred, subject to the NTE budget of $140,000. Should the Project be terminated at any point prior to completion of the contracted services, WMP will submit an invoice for any costs not previously submitted for payment. Please indicate your agreement with these terms by signing and returning this SOW on or before June 6, 2014 to enable WMP to manage our resources and business. These terms are not valid if WMP doesn't receive this signed SOW by such date. This SOW may be executed in one or more counterparts and/or by facsimile or electronic submission, each of which will be deemed an original and all of which signed counterparts, taken together, will constitute one instrument. .Agreed and Acknowledged by: Thomas G. Hulsebosch Managing Director, Energy & Utilities West Monroe Partners, LLC Agreed and Acknowledged by: v City of Port Angeles U6,� L & L Print Name and Title I Date Reproduction and distribution without © 2014 West Monroe Partners, LLC prior consent prohibited. Page 4 of 4 Proprietary and confidential Rev 100108