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Item F22BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: November 18, 2009 Division: County Administrator Bulk Item: Yes X No — Department: Office of Management & Budget Staff Contact Person/Phone #: Tina Boan x 4472 or Cynthia Hall x 3174 AGENDA ITEM WORDING: Approval of a Master Service Agreement with Method Factory, sole source provider for Sarasota County's budget software GovMax V5.0, for software upgrade; and approval for the County/Deputy Administrator to approve individual Statement of Work orders (SOW's) pursuant to the Master Service Agreement in an amount not to exceed $120,000. ITEM BACKGROUND: In 2003 the Board entered into a contract with Sarasota County for a hosted application service agreement for GovMax v4.0 budget software. Sarasota County is the licensed sole source provider of the GovMax program. Subsequently in 2006 Sarasota County, through Method Factory, released an upgraded version of its budget program, v5.0. It is unknown at this time whether Sarasota County will continue to offer support for our current version beyond the 2010 fiscal year. It is imperative that the budget office make the upgrade to the current version to ensure that the 2011 budget process is not interrupted and all statutory requirements with respect to timelines can be met. PREVIOUS RELEVANT BOCC ACTION: BOCC approval 3/19/2003 Hosted Application Agreement BOCC approval 6/21/2006 First Renewal BOCC approval 10/17/2007 Second Renewal BOCC approval 9/17/2008 Amendment #1 Hosted Application Agreement CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval TOTAL COST: Not to exceed $120,000 BUDGETED: Yes x No COST TO COUNTY: Not to exceed $120,000 SOURCE OF FUNDS: General Fund REVENUE PRODUCING: Yes _ No X AMOUNT PER MONTH Year APPROVED BY: County Atty �/ O urchasing _ Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: MethodFactory, Inc. Contract # Effective Date: Nov. 18, 2009 Expiration Date: Contract Purpose/Description: Master Services Agreement for software upgrade from GovMax v4.0 to GovMax v5.0 Contract Manager: Tina Boan 4473 OMB (Name) (Ext.) (Department/Stop #) for BOCC meeting on 11/18/2009 Agenda Deadline: 11/3/2009 CONTRACT COSTS Total Dollar Value of Contract: $ NTE Current Year Portion: $ Budgeted? Yes❑ Grant: $ 0 County Match: $ $120,000 No ❑ Account Codes: ©Ol ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes �� Date Out Division Director Da e In o Needed Yes[:] evie er !/ Nor Risk Management [fA-0 Yes❑ NooAA u pit,- O.M.B./Purchasing lI-L'r -67 yes❑ No County Attorney Yes❑ No❑► / f b - Comments: vivit3 rviiii f"cviscu u/ uvl lvlk-r ffL MMethodFactory 240 North Washington Blvd Suite 260 Sarasota, Florida 34236 (941) 394-81fit Master Services Agreement Monroe County The following agreement (Agreement) is entered into this _ day of November, 2009, by and between Monroe County, a political subdivision of the State of Florida ("County" or "Customer"), and MethodFactory, Inc. ("MethodFactory"), a for -profit corporation duly organized and doing business within the State of Florida. 1.0 Services. 1.1 Scope. MethodFactory will provide to Customer the services and equipment as mutually agreed upon from time to time by MethodFactory and Customer in a written proposal or Statement of Work (each, an "SOW') (services described in each Order are collectively referred to as the "Services"). 1.2 Order Authorization and Modification. The SOW(s) are to be signed on behalf of the Customer exclusively by those named hereunder as Authorized Parties (unless otherwise delegated as set forth below). Any deviation from or modification to a SOW must be agreed to by the parties in writing. Other than those specifically stated, no other item or service is included in a SOW. Any subsequent alteration or modification involving extra cost will become an extra charge over and above the estimate. In the event of any express conflict or inconsistency between the provisions of a SOW and the provisions of this Agreement, the provisions of the SOW will govern and control with respect to the interpretation of that SOW; provided, however, that the provisions of the SOW will be so construed as to give effect to the applicable provisions of this Agreement to the fullest extent possible. 1.3 Site Access. Customer will provide or arrange for: (a) necessary floor plans and accessible equipment locations; (b) separate electric source, circuits and power at its own expense; (c) suitable space meeting operating environment requirements; (d) heat, air conditioning, light, and security; (e) reasonable access; and (f) where not otherwise provided herein, raceway, conduit, holes and wire ways. 2.0 Non-exclusive Engagement, Notice. If non-MethodFactory technicians or service providers are engaged by Customer to perform services in connection with the Services, MethodFactory will be notified immediately, and MethodFactory shall not be liable for any damages, claims or costs due to any services done directly or indirectly by non-MethodFactory technicians or service providers. 3.0 Fees and Billing. 3.1 Charges for Services. Customer will pay to MethodFactory the charges set forth in each SOW. such charges will be subject to periodic adjustment by MethodFactory upon notice to Customer. The agreed -upon blended rate for application development and integration services is $125/hour— SPECIFIC AGREED UPON STATEMENTS OF WORK SUPERCEDE THE GENERAL MASTER SERVICES AGREEMENT. Performance and Master Services Agreement - Page 1 of 13 MethodFactory suiNorth Washington Blvd Sute 76it Sarasota. Florida 34236 (941) 364-8161 obligations of this Agreement are subject to an annual appropriation by the Monroe County Board of County Commissioners. 3.2 Taxes. Monroe County is exempt from sales and use taxes per Section 212.08(6), Fla. Stat. MethodFactory shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is MethodFactory authorized to use the County's Tax Exemption Number in securing such materials. MethodFactory shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 3.4 Not a Fixed Fee Contract. Unless expressly set forth in a SOW, charges for Services are based upon hourly billing rates and individually quoted equipment costs, and are not fixed fees. 3.5 Travel Time. Travel time for MethodFactory staff will be detailed specifically in each SOW where travel is necessary. 3.6 Travel Expenses. Any necessary travel will be reimbursed at the rates set forth in Section 112.061, Fla. Stat. Travel estimates will be provided to client in advance for authorization prior to travel. 3.7 Payment Unless otherwise expressly provided in a statement of work with respect to the charges to be paid there under, MethodFactory will invoice Customer for charges on an ongoing basis in arrears, with each invoice setting forth the charges related to the previous service or equipment provided. Unless otherwise expressly provided in a SOW, any amount due to MethodFactory under this Agreement and each Order shall be payable in accordance with the Florida Local Government Prompt Payment Act. 3.8 Remedies for Non -Payment. In addition to any other remedies available to MethodFactory regarding non-payment of due invoices, MethodFactory may, in the alternative, immediately cease providing Services under any duly executed SOW and enter into good faith discussions with Customer to resolve issues or disputes regarding the non- payment of invoices outstanding, due and payable to MethodFactory . In the event that such discussions do not lead to a mutually agreeable resolution, MethodFactory shall have the right to immediately terminate this Agreement and/or any SOW(s) there under and to recover for all Services performed and/or products delivered prior to the date of termination. 4.0 Responsibility For Third Parties, Software, hardware 4.1 Third Party Services. Services may involve the efforts of various parties: software vendors, software developers, hardware providers, local and long distance carriers, alarm installers, technicians, and Customer's personnel. Customer acknowledges and agrees that MethodFactory is not responsible for the software, hardware, products and services of other parties, or for delays beyond our control caused by these parties. Notwithstanding the foregoing, MethodFactory shall be responsible for the quality of work and delays caused by its own sub -contractors. Master Services Agreement - Page 2 of 13 240 North Washington Blvd ,&Methof■ actor Saraso0 i {i,�' � S.arasate, Florida 3423$ (941) 3 64 -8 16 1 MethodFactory will work with Customer on a daily rate basis to attempt to resolve any problems caused by incompatibilities or failures of other parties' products or services. This includes, but is not limited to, any of MethodFactory's time required to research, test, evaluate, restore corrupted or erroneous data, or consult with outside technical support resources for problems caused by programming limitations or errors in software. Customer will be responsible for reimbursement to MethodFactory for the costs of multiple trips to the job site to complete work delayed by outside agencies if such trips are approved by Customer in advance. 4.1.1 Services Provided by Sarasota County. The parties hereby acknowledge and agree that Customer may enter into an agreement with Sarasota County for services related to its web -based budgeting application (the "Budgeting Application"). Customer acknowledges and agrees that any such agreement with Sarasota County is independent of this Agreement. In the event Customer experiences any service delivery or any other issues with the services provided by Sarasota County, the Customer retains the right to terminate this agreement in accordance with paragraph 8.2 of this Agreement. Notwithstanding anything in this Agreement to the contrary, MethodFactory does not warrant or make any representation as to the Budgeting Application, its performance, use, or the results of its use. MethodFactory disclaims all warranties, express and implied, related to the Budgeting Application including, but not limited to, the implied warranty of merchantability, quality of information and fitness for a particular purpose. 4.2 Software. All software provided by MethodFactory to Customer is provided subject to the license agreement that is part of the package. Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. MethodFactory does not warrant any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that governs it purchase and use. 4.4 MethodFactory Products. MethodFactory continually upgrades and revises its products and service offerings to provide MethodFactory customers with new products and service offerings. Hardware manufacturers with whom MethodFactory may partner or from whom MethodFactory may buy products continually upgrade and revise their product offerings. MethodFactory may revise and discontinue products at any time without prior notice to customers. MethodFactory will install products that have the functionality and performance of the products ordered, but changes between what is installed and what is described in a SOW are possible. 5.0 Warranties 5.1 Representations. MethodFactory and Customer each represent and warrant that as of the Effective Date: (a) each is duly organized and validly existing and in good standing under the laws of its jurisdiction of formation and has the authority to carry on its business as now conducted; (b) it has the power, authority and legal rights to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of its obligations under this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action; and (d) neither the execution and delivery of this Agreement, the performance of any of its obligations hereunder, nor the consummation of any of the transactions contemplated herein will violate, conflict with or result in a breach of or default under any terms, conditions or provisions of (i) any existing law, rule or regulation to which it or its assets is subject, (ii) any judgment, order, writ, injunction, decree or award of any governmental authority which is applicable to it or its assets, (iii) any provision of its Master Services Agreement - Page 3 of 13 240 North Washington Blvd AKMethod Facto Sarasot !!! � ♦Y ' Sarasota. Florida 54236 (941) 364-6161 Certificate of Incorporation, Articles of Incorporation, By -Laws or other document of formation or governance to which it is a party or by which any of its assets are bound, or (iv) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization or other instrument, document or understanding, oral or written, to which it is a party. 5.2 General Warranty. MethodFactory warrants that its personnel shall perform the Services in a good and workmanlike manner in accordance with the applicable SOW, without damage to the Premises, and will obtain necessary permits and licenses to install the Equipment. All work and materials will meet Federal Communications criteria for connection to the public telephone network. Application Development and Integration Services Limited Warranty: MethodFactory warrants that for a period of thirty (30) days from acceptance, the deliverables contained in the SOW ("Deliverables") will operate in substantial conformance with the specifications in the applicable Statement of Work. All warranty claims not made in writing within such period shall be deemed waived. As the sole and exclusive remedy of Customer for breach of the foregoing warranty, MethodFactory shall, at its option, either correct the nonconformity or refund to Customer the fees paid in connection with the relevant Deliverables. The warranty provided in this Section is solely for the benefit of Customer, and Customer shall have no authority to extend such warranty to any third party. This warranty is contingent on the proper installation and use of the Deliverables on the equipment identified in the Statement of Work and proper performance of third party software and hardware. MethodFactory shall not be liable for failures caused by third party hardware and software (including Customer's own systems), misuse of the Deliverables, or the negligence or willful misconduct of Customer. 5.3 Customer's Warranties. Notwithstanding any contrary terms in any contract document, if Customer requests MethodFactory to provide any Services with respect to any third -party software, Customer represents and warrants that it has the right to grant access to MethodFactory to perform such Services or has otherwise obtained all necessary consents. Additionally, Customer represents and warrants that the information furnished by Customer to MethodFactory on which MethodFactory based the description of the Services and the charges to be paid by Customer therefore, as set forth in each Order, is accurate and complete in all material respects, 6.0 Warranty Disclaimer 6.1 General. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR A SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS PROVIDED IN SECTION 5.2 (GENERAL AND LIMITED WARRANTIES), METHODFACTORY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF PROFESSIONAL SERVICES AND DELIVERABLES IS AT CUSTOMER'S SOLE RISK. METHODFACTORY DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES AND DELIVERABLES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE DELIVERABLES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR THAT THE OPERATION OF THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAT DEFECTS IN THE DELIVERABLES WILL BE CORRECTED. FURTHERMORE, METHODFACTORY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE DELIVERABLES IN Master Services Agreement - Page 4 of 13 240 North Washington Blvd Suite 2fjo ,&Me4 offactory Sarasota, Florida 34239 (941) 364-8161 TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY METHODFACTORY OR METHODFACTORY'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES CONTAINED IN THIS SECTION. 6.2 Third Party Disclaimer. METHODFACTORY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES OTHER THAN SUB- CONTRACTORS OF METHODFACTORY (COLLECTIVELY, THE "THIRD PARTY ITEMS"). METHODFACTORY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NON-INFRINGEMENT WITH REGARD TO THE THIRD PARTY ITEMS. CUSTOMER SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD PARTY ITEMS FOR WARRANTY AND PERFORMANCE INFORMATION. NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED AS A WARRANTY, EITHER EXPRESS OR IMPLIED, BY METHODFACTORY THAT WOULD EXPAND IN ANY WAY A VENDOR/MANUFACTURER'S STANDARD END -USER WARRANTY. 6.3 Limitation of Liability. IN NO EVENT SHALL METHODFACTORY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH METHODFACTORY'S PERFORMANCE UNDER THIS AGREEMENT OR UNDER ANY STATEMENT OF WORK, OR USE OF OR INABILITY TO USE THE DELIVERABLES, IF ANY, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF METHODFACTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN SECTION 7.2 (METHODFACTORY INDEMNITY), METHODFACTORY'S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO METHODFACTORY DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. NOTWITHSTANDING THE FOREGOING, METHODFACTORY SHALL NOT BE LIABLE FOR DEFECTS IN OR FAILURES OF THIRD PARTY EQUIPMENT AND/OR SOFTWARE, OR FOR DEFAULTS BY, OR DEFECTS IN SERVICES RENDERED BY, THIRD PARTIES. THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE. 7. Indemnification Obligations. 7.1. Customer Indemnity. To the extent allowed by Section 768.28, Fla. Stat., Customer shall protect, defend and indemnify MethodFactory and its officers, directors, employees, and agents, licensors and suppliers and hold them harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable Master Services Agreement - Page 5 of 13 in 240 North Washington Blvd MethodFactory Site z8o Sarasota, Florida 34236 (941) 364-8161 attorneys' fees and all related costs and expenses) incurred by MethodFactory as a result of any claim, judgment, or adjudication against MethodFactory related to or arising from (i) a claim that MethodFactory's use of the content provided by customer ("Customer Content"), as permitted under this Agreement, infringes any U.S. patent issued as of the Effective Date or any copyright and trade secret rights of a third party, (ii) any unauthorized use by Customer of the MethodFactory Content, or Custom Content, or Third Party Content or (iii) any license, sale or distribution of any Customer product or service. To qualify for such defense and payment, MethodFactory must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations. 7.2. MethodFactory Indemnity. MethodFactory shall indemnify Customer and hold it harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and all related costs and expenses) incurred by Customer as a result of any claim, judgment, or adjudication against Customer arising from a claim that Customer's use of the Custom Content or the MethodFactory Content (but specifically excluding Third Party Content), as permitted under this Agreement, infringes any U.S. patent issued as of the Effective Date or any copyright and trade secret rights of a third party. To qualify for such defense and payment, Customer must: (i) give MethodFactory prompt written notice of a claim; and (ii) allow MethodFactory to control, and fully cooperate with MethodFactory in, the defense and all related negotiations. MethodFactory shall have no obligation to indemnify Customer under this Section to the extent the infringement arises from (i) the Customer Content, (ii) specifications provided by Customer or its agents; (iii) derivative works created by Customer based on the Deliverables, (iv) use of the Deliverables in combination with non-MethodFactory approved third party products, including hardware and software, (v) modifications or maintenance of the Deliverables by a party other than MethodFactory, (vi) misuse of the Deliverables, and (vii) failure of Customer to implement any improvement or updates to the Deliverables, if the infringement claim would have been avoided by the use of the improvement or updates. 7.3 Customer Responsibilities. While MethodFactory will use reasonable efforts to complete its work in accordance with the estimated schedules and charges set out in the SOW, timing and cost requirements are subject to factors beyond MethodFactory's control, including force majeure events and delays caused by third parties and Customer. MethodFactory shall not be responsible for any delays, cost overruns, or liability resulting from such factors. To facilitate prompt and efficient completion of the work, Customer and its personnel shall cooperate fully with MethodFactory and its personnel in all respects, including, without limitation, providing information as to Customer requirements, providing access to the facilities and equipment/hardware on which the Deliverables are to be installed, and providing access to all necessary information regarding Customer's systems and facilities. Customer shall be responsible for making, at its own expense, any changes or additions to Customer's current systems, software, and hardware that may be required to support operation of the Deliverables. 8.0 Term and Termination 8.1 Term. This Agreement shall be in effect upon the signing of a SOW by Customer and shall be extended by each subsequent SOW stating the Services to be completed there under and signed by Customer and accepted by MethodFactory. Master Services Agreement - Page 6 of 13 n 240 North Washington Blvd ff acto Sasso 0 4 �,/ ,&Me'�`ho Sarasota_ Florida 34236 (941) 3B4-8161 8.2 Termination. This Agreement may be terminated by either party without cause by giving the other party thirty (30) days prior written notice. 8.3 Effect of Termination. Upon termination of this Agreement: (a) Customer shall promptly pay all amounts payable to MethodFactory for Services rendered and reimbursable out-of- pocket expenses incurred up to the date of termination; and (b) each party shall return or destroy, at the direction of the other party, all the other party's Confidential Information in its possession. 9.0 Confidentiality 9.1 Scope of Obligation. In connection with the Services performed under this Agreement, the parties may have access to the other party's Confidential Information. "Confidential Information" means non-public information that the disclosing party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential and information received from others that the disclosing party is obligated to treat as confidential. Confidential Information includes, without limitation, information relating to the disclosing parry's software or hardware products which may include source code, data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods, as well as, information relating to the disclosing party's business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, customer lists and financial results. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether user or machine readable. The parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each party agrees to maintain at least the same procedures regarding Confidential Information that it maintains with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. A party's Confidential Information may only be used by the other party in order to fulfill its obligations under this Agreement. 9.2 Exceptions. Confidential Information shall not include any information that: (a) is already known to the receiving party or its affiliates, free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (c) is received by the receiving party from a third party without any restriction on confidentiality; (d) is independently developed by the receiving party or its affiliates; (e) is disclosed to third parties by the disclosing party without any obligation of confidentiality; (f) is approved for release by prior written authorization of the disclosing party, or (g) is a public record, as defined in Chapter 119, Fla. Stat.. 9.3 Residual Rights. Each party acknowledges that the other may, as a result of its receipt of or exposure to the other party's Confidential Information, increase or enhance the knowledge and experience retained in the unaided memories of its directors, employees, agents or contractors. Notwithstanding anything to the contrary in this Agreement, each party and its directors, employees, agents or contractors may use and disclose such knowledge and experience in such parry's business, so long as such use or disclosure does not involve Master Services Agreement - Page 7 of 13 240 North Washington Blvd MethodFactory Suite 2e0 Sarasota, Florida 34236 (941) 364-8t6i specific Confidential Information received from the other party the disclosing party will not have rights in such knowledge and experience acquired by the recipient party, nor rights in any business endeavors of the recipient party which may use such knowledge and experience, nor rights to compensation related to the recipient party's use of such knowledge and experience. 9.4 Irreparable Harm. Both parties acknowledge that any use or disclosure of the other parry's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the non -disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the non -disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure without the necessity of proving actual harm or posting bond. 9. 5 Survival of Obligation. The terms and provisions of this Section 9.0 shall survive any expiration or termination of this Agreement. 10.0 Ownership of Work Product 10.1 General. All worldwide intellectual property rights associated with any ideas, concepts, techniques, processes or other work product created by MethodFactory during the course of performing the Services shall belong to Customer unless this Agreement is terminated by MethodFactory for Customer's material breach or failure to make payments to MethodFactory, MethodFactory hereby grants to Customer a perpetual, royalty -free, nontransferable, nonexclusive license to use, solely for Customer's internal business purposes, the object code form of any application software programs or other work product created by MethodFactory in performing the Services. 10.2 Development Tools. Notwithstanding anything to the contrary in this Agreement, MethodFactory will retain all right, title and interest in and to all software development tools, know-how, methodologies, processes, technologies or algorithms used in providing the Services which are based on trade secrets or proprietary information of MethodFactory or are otherwise owned or licensed by MethodFactory . No licenses will be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement. Nothing in this Agreement will require MethodFactory or Customer to violate the proprietary rights of any third party in any software or otherwise. 10.3 Website Design Retained Rights. MethodFactory expressly recognizes that the website is a "work made for hire," that MethodFactory is an independent contractor (not an employee, partner, joint author or joint venturer) of customer. Customer shall retain a non- exclusive license to MethodFactory's Code for a perpetual term. Customer shall be deemed the author or owner of Customer's Domain name, its attendant Intellectual Property Rights, and any graphics or data provided by Customer and incorporated into the Web site, or incorporated into any work embodying or derived from any portion of the Web site or the Confidential Information of Customer. 10.4 Further Assurances. MethodFactory and Customer agree to execute and deliver such other instruments and documents as either party reasonably requests to evidence or effect the transactions contemplated by this Section 10.0. The provisions of this Section 10.0 will survive the expiration or termination of this Agreement and each SOW for any reason. 11.0 Right to Engage in Other Activities. Master Services Agreement - Page 8 of 13 240 North Washington Blvd Suite 263 AfikMethoffacto lJY Sarasota_ Florida 33238 (941 ) 364-8161 Customer acknowledges and agrees that nothing in this Agreement or any SOW will impair MethodFactory' right to perform services or acquire, license, market, distribute, develop for itself or others or have others develop for MethodFactory similar technology performing the same or similar functions as the technology and Services contemplated by this Agreement or any SOW so long. 12.0 Hiring of Other Party Personnel For a period of one (1) year from the expiration or termination of each applicable SOW, Customer and MethodFactory agree not to directly solicit the employment of any personnel or agent of the other party who has been directly involved with the delivery of Services under a SOW unless Customer or MethodFactory, whichever the case may be, grants it consent in writing. Direct solicitation will not include general solicitations by the parties through the use of advertisements in newspapers, trade publications, or other solicitations not directed at particular individuals. If this condition is breached, the breaching party agrees to compensate the other party with a sum equal to four (4) times the average monthly salary received by such individual during the last six (6) months which the individual was employed by the former party employer. 13.0 Independent Contractor MethodFactory is an independent contractor. Neither MethodFactory nor Customer are, or shall be deemed for any purpose to be, employees or agents of the other and neither party shall have the power or authority to bind the other party to any contract or obligation. 14. Adjudication County and MethodFactory agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. 15.0 Assignment Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an entity who acquires substantially all of the stock or assets of such party; provided that consent will be required in the event that the non -assigning party reasonably determines that the assignee will not have sufficient capital or assets to perform its obligations hereunder. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns. 16.0 Governing Law This Agreement and each Order shall be governed by and construed in accordance with the laws of the State of Florida, without reference to conflict of laws principles. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the parties agree that venue will lie in Monroe County, Master Services Agreement - Page 9 of 13 140 North Washington Blvd At%Method Fac ory Suite 26D ! ��..// �� JJYY ( Sarasota, Florida 14296 (941) 364-8161 Florida. The parties further agree that the prevailing party in any litigation to enforce the terms of this Agreement will be entitled to attorneys' fees and costs of suit. Each party hereby irrevocably consents to the jurisdiction of the appropriate U.S. District Court for Florida. 17.0 Notice of Service Service of all notices under this Agreement shall be sufficient if made by registered mail to the specific party involved herein at its respective address noted in the preamble to this Agreement. 18.0 Entire Agreement and Modifications Each party acknowledges that it has read this Agreement and the SOWS attached thereto, and further agrees that the Agreement, and the SOWS thereto are the complete and exclusive statement of the parties and supersedes and merges all prior proposals, understandings, and agreements, oral or written, between the parties relating to the subject matter hereof, including without limitation, the terms of any customer request for proposal or the standard printed terms on any Customer purchase order. No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties. No modification, amendment, supplement to or waiver of an Order shall be binding upon the parties hereto unless such is made in accordance with the provisions of Section 1.0. 19.0 Severability In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired. 20.0 Force Majeure Neither party shall be responsible for failure to perform under this Agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, earthquake, hurricane or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control. 21.0 Agreement Headings and Numbering Paragraph headings and numbers used in this Agreement are included for convenience of reference only, and, if there is any conflict between any such numbers and headings, and the text of the Agreement, the text shall control. 22.0 Execution of Agreement This Agreement may be executed in one or more counterparts, each of which shall be considered and original, but all of which together shall constitute one and the same instrument. 23.0 Miscellaneous Master Services Agreement - Page 10 of 13 r 244 Worth Washington Blvd AtvMethod Facto SUits2BD Sarasota, Florida 34236 t941j 364-8161 23.1 Financial Records MethodFactory shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. If an auditor employed by the County or Clerk determines that monies paid to MethodFactory pursuant to this Agreement were spent for purposes not authorized by this Agreement, the MethodFactory shall repay the monies together with interest calculated pursuant to Sec. 55.03, F.S., running from the date the monies were paid to MethodFactory. 23.2 Public Access MethodFactory shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the MethodFactory in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by MethodFactory. 23.2 Disclosure and Conflict of Interest MethodFactory represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et seq., Florida Statutes. MethodFactory agrees that officers and employees of the MethodFactory recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. MethodFactory warrants that, in respect to itself, it has neither employed nor retained any MethodFactory or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, MethodFactory, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the MethodFactory agrees that the Generator shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 23.3 Ethics Clause MethodFactory warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Master Services Agreement - Page 11 of 13 M V `■ fod Fac o Suite North Washington Blvd Ahk}` r Suite 280 i Sarasota Florida 34216 (941) 364-8161 WHEREFORE, the parties execute Agreement as follows: (SEAL) Attest: Danny L. Kolhage, Clerk Deputy Clerk (CORPORATE SEAL) Attest: i Date: �p -Lon aCf OR TWO WITNESSES (1 Print Name: Date: Board of County Commissioners of Monroe County Mayor/Chairman MethodFactory, Inc. By P�Clent— Print Name Date: Z'/' (2) Print Name: Date: MONROE COUNTY ATTORNEY PROVED AS_�OFqRM: L. HALL ASSIJCYNTHIA ANT COUNTY ATTORNEY Cate !a- a8--C17 Master Services Agreement - Page 12 of 13 `�'"j f'► /'��j, 240 North Washington Blvd ,&Metho Fad. to Y Sarasot +� Sarasota, Florida 34238 (941) 3 64 -8 16 1 Appendix A — Client Set-up Form Client Billing Address City I State Zip Client Type: ❑ Partnership ❑ Sole Proprietor ❑ Government Billing contact Phone Fax E-mail Master Services Agreement - Page 13 of 13 AikMethod Factory Page i 240 North Washington Blvd Suite 290 Sarasota, Florida 34236 (941) 394-8161 Monroe County MethodFactory Backgrounder & GovMax V5.0 Implementation Planning Proposal Nkm5off GOLD CERTIFIED Pa,tner Prepared by MethodFactory February 6, 2009 240 North Washington Blvd Suite 260 M Vthod Fa Vtory Sarasota, Florida 34236 (941) 364 -816 1 Table of Contents 1 INTRODUCTION...................................................................................................................... 3 2 GOVMAX V5.0 IMPLEMENTATION PLANNING.................................................................... 4 3 GOOD FAITH ESTIMATE FOR EXECUTION OF IMPLEMENTATION PLAN ...................... 7 4 METHODFACTORY................................................................................................................ 8 4.1 BACKGROUND....................................................................................................................8 4.2 MANAGEMENT & STAFF...................................................................................................... 8 4.3 SERVICE OFFERINGS......................................................................................................... 9 4.4 THE METHODFACTORY DEVELOPMENT METHOD (MDM)................................................... 10 4.5 RELEVANT CASE STUDIES................................................................................................ 16 4.5.1 Sarasota County...................................................................................................... 16 4.5.2 Sarasota County - GovMax..................................................................................... 16 4.5.3 Tervis Tumbler......................................................................................................... 17 4.5.4 Nassau Community College.................................................................................... 17 4.5.5 Sarasota County...................................................................................................... 18 4.5.6 California Chamber of Commerce........................................................................... 18 4.5.7 Home Depot............................................................................................................. 19 4.5.8 Crescendo Residences............................................................................................ 20 4.5.9 City of Indianapolis, IN............................................................................................. 20 4.5.10 Microlumen.............................................................................................................. 21 4.5.11 MariSafe......................... .................................. ............... ...................... ................... 21 Page ii MethodFactory ,■■Q�` j� i 240 tdorth Washington Blvd Ahk MethodFa ory Suite ��■■ f• i• , .IY Sarasota. Florida 34236 (94tj 364-8 E61 1 Introduction Tina, Thanks for completing the GovMax V5.0 Considerations Worksheet and for the recent conversations regarding Monroe County's planned implementation of GovMax v5. As we are sure you are aware, the success of an organization's Implementation from one complex business system to another is often made (or broken) in the planning. MethodFactory has designed a comprehensive process for establishing expectations and responsibilities as we work together to deploy GovMax v5. It is our intention to lead your team through this process by systematically: • Evaluating your current systems, • Identifying functional benefits that can be delivered via the new system, • Documenting our common understanding and end -deliverables that define success, • Providing a fixed -price fixed -timeline proposal for execution of the plan We can also answer any questions your organization may have about GovMax v5. I'll follow up directly to discuss. We look forward to continuing to work together. Best, Steve Walter MethodFactory, Inc. Page 3 1 � r +� �/ 240 North Washington Blvd Methods Qctol r Suite ot Alk Sarasota, Florida 34236 (941) 364-8161 2 GovMax V5.0 Implementation Planning GovMax V5.0 is a major upgrade from prior versions of GovMax. Major improvements include: • User defined data structure • Data import/export • Budget versioning • User defined Position Budget Calculations • Multiple years of financial history • Modular interface with drill downs to details • User defined hierarchy • Transactional logging • GFOA reporting compliance Recommended approach Method Factory recommends a planning workshop to gather information through interviews and discussions with all project stakeholders. This will ensure that the Implementation will incorporate the needs of all users and increase user satisfaction with the system. This engagement includes the following: - 1 day (x2 resources) of pre -meeting technical planning, and discovery for workshop meeting(s) - 1 day (x2 resources) of planning meetings and knowledge -transfer (conference call and/or on -site) - 1/2 day (x2 resources) of meetings with client Implementation team to present preliminary findings and formulate a preliminary approach - 1 day of Implementation and project plan development - 1/2 day (x2 resources) day of Implementation and project plan communication. The GovMax V5.0 Implementation planning process will include: Housekeeping o Executive sponsor o Budget shop POCs • Manager ■ IT ■ Operating • Capital ■ Personnel • Performance ■ Other Organization set-up o Organizational Hierarchy o Account structure o Periods o Phases o Budget Calendar o Service Levels Modules o Operating o Position Budgeting Page 4 a A ■w_ hh 240 North Washington glad Suite 260 Method Facto Sarasota.Florida 34238 AOL(441) 364 -8 16 1 o Budget Issues o Grants o CIP o Performance Management • Settings o Organization levels o Security Roles o Entity Setup • Data Interfaces o Financial o Payroll o Capital o Performance Scorecard o Other • Data Migration o Account details o Budget issues o Grants o CIP • Reporting o Base reports o Custom Reports o Budget Documents o Ad -Hoc • Training • Target timeline o Initiate planning (engagement) o Authorize Implementation plan (engagement) • Follow-on support o Documentation o Points of Contact o Training o Estimated budget The deliverables from the planning engagement include: Knowledge -transfer that occurs during the GovMax v5.0 planning process, in the form of relevant questions, Implementation recommendations and application specific technical background. GovMax V5.0 implementation plan, which includes detailed tasks and timelines. Page 5- , f„ 240 North Washington Blvd AfikMethodFactory Srasot, Sarasota. Florida 34216 (94t) 364-8161 Statement of Work Short Title: GovMax V5.0 Implementation Planning Client Name: I Monroe County Project Name: GovMax V5.0 Implementation Planning Proposal Number: MON2009_01 Date Prepared: 2/6/2009 MethodFactory proposes to assist Monroe County with GovMax V5.0 Implementation Planning Services as described above. Method Factory will provide the services of Senior Consultants for this engagement. Total Time: 60 hours Travel costs will be billed at actual if on -site meetings are required. Total Effort Estimate: 60 hrs @ $125 = $7,500.00 Annrnval of Statement of Wnrk- Monroe County MethodFactor Name: Steve Walter Title: Partner Date: Signature: Page 6 (;7 "", 240 North Washington Blvd AOLMetho dFactory Suite Sarraasota, Ffarida 34236 (9dtj 364-8161 3 Good Faith Estimate for Execution of Implementation Plan Assumptions: • Client will assign a dedicated internal champion (with budget and IT expertise) as point of contact with a vested interest in successful Implementation, • Client's internal champion will have up -to 16hrs/week to allocate to project activities as defined in the Implementation plan, • Client is responsible for defining all position budget calculations and business logic, • Client is responsible for defining all Capital Project calculations and business logic, • Client is responsible for defining all budget period roll-over considerations and business logic, • Client -specific unique reports will be limited and will not be a requirement of roll -out to departments, • Budget Document will closely mirror last year adopted budget document, Budget: Our preliminary estimate for implementation of GovMax v5, based on your responses in the GovMax v5 Implementation Considerations Worksheets, and our discussion with you and your staff, is approximately 450hrs ($56,250) Timeline: To Be Determined based on the results of the proposed Implementation/Configuration engagement (SOW MON2009_01). Page 7 so 1 AiLMethod 4 MethodFactory 4.1 Background 240 North Washington Htad Suite 260 Sarasota. Florida 34236 (941) 364-8161 MethodFactory MethodFactory is a software design, development and integration firm specializing in the delivery of technology based solutions to real -world business challenges. MethodFactory is a Microsoft Gold Partner. MethodFactory has over 100 current clients across the United States. Over 50% of MethodFactory's business is with clients outside the state of Florida. Company Vitals: MethodFactory, Inc. 1005 North Orange Ave Sarasota, Florida 34236 Year Established: 2000 Employees: 22 Type of Company: MethodFactory is a stand alone C Corp headquartered in Sarasota Florida. There are no parent companies, subsidiaries or other related entities. 4.2 Management & Staff MethodFactory is owned and managed by four partners: Scott Auer Michael Brady Steve Walter James Williamson MethodFactory employs 18 full time employees. 15 of the 18 employees are dedicated IT consultants and/or application developers. MethodFactory has a professional development program for all IT staff and pays for Microsoft training/certifications. MethodFactory's developers hold the following Microsoft certifications: MCPS (6) MCSE (2) MCDBA (2) Page 8 240 North Washington Blvd AOLMethod Factory SaraosoD �jr tj y �j,♦/ sarasafa, Florida 342�s (941) 364 -8 16 1 4.3 Service Offerings Application Development • Software/system design • .NET application development o C#, VB.NET, ASP.NET o SQL Database Development • Legacy application modernization • System integration • Kiosk application development • Web service development Microsoft Enterprise Server Implementation • Microsoft Content Management Server • Microsoft Commerce Server • Microsoft SharePoint Portal Server • Microsoft Biztalk Server • Microsoft CRM 3.0 Microsoft .NET Application Development Application Support • Application maintenance • Application monitoring • Application reporting • Service level agreement (SLA) support • Technical help desk — Tier II technical support • End user help desk — Support & training • Application documentation Managed Hosting • Dedicated application hosting • SharePoint hosting • Disaster Recovery Page 9 240 North Washington Blvd AkMethoffactory Saife 283 Sera sofa. Florida 34236 (941) 344-8161 4.4 The MethodFactory Development Method (MDM) The MethodFactory Development Method (MDM) is an J integrated full life -cycle software development and support process. The MDM enables MethodFactory to develop and deliver high quality software solutions, reliably and r DISCOVERY predictably, time after time. The MDM includes four key tenets required to ensure successful, scaleable and supportable projects: PLMNXG • A project -proved standardized software mKofmWe development process o Discovery DE�oPMrHr o Planning J o Development o Deployment o Support • A high visibility project management approach, including: o Online project portal o Milestone presentation and task level exception management o Structured project communication points ■ Technical lead ■ Project manager ■ Engagement manager ■ Project stakeholder • A standardized software language which is used by all, including: o Business level project 'vocabulary' (no tech talk to business stakeholders) o Common software coding standards and associated documentation o Milestone and task level dependency emphasis • MethodFactory's Application Framework (MAP), associated Application Components (MAC's) and Application Services (MAS') o Supports rapid application development o Developed for application integration o Unit and load tested Why we use it MethodFactory developed the MDM in an effort to: • Dramatically reduce software development project risk • Ensure that business stakeholder functional requirements are successfully translated into a system that works as envisioned • Internally manage the quality of work delivered to customers Page 10 s- n AALMethod Factory 240 North Washington Blvd Suite 260 Sarasota, Fforida 34236 (941) 364 -8 16 1 E'.u'! �s 41iyh v.�• ti}.��r-�r,:1«rc i:..ei,mir.v,, f•ir•o,:n.ro.irr ;..as <<.�•,.; r.• F•l,re7.�, �;e! Fu,dc�r•[ Tlryk•�.1�P MDM — Discovery The Discovery phase of the MDM typically begins as part of the sales process and includes an orientation of all the MDM phases. The main objective of the Discovery phase is to ensure that all parties understand the intended project scope and approach. Business Identification of key business goals and an initial definition of what a Goals project success would look like. It is not uncommon, at this phase, to have multiple departments involved, each with their own business goals and definition of success. Business A principle business sponsor or champion is critical to the internal Sponsor success of a software project. An effective business sponsor has the knowledge and seniority to communicate project requirements and internally resolve issues. High Level Functional requirements are typically segmented by user type and, at this Functional stage, are a broad brush depiction of main functional areas of the Requirements application. Stakeholders A stakeholder list includes all parties that are expected to participate, directly or indirectly, with the project. This may include the business sponsor, end user staff, 3`d party vendors/partners or even willing customers. Stakeholders will be included in the project communication plan at the appropriate levels. ( Every project must include a preliminary budget range to ensure that the Preliminary necessary project `reality' be taken into consideration during the planning Budget phase. It is not uncommon for stakeholder wish lists and nice -to -haves to push a project out of its funding range. Preliminary budget visibility helps all parties to prioritize functionality iniine with its respective business value. Preliminary Timeline Planning Proposal Just as important as the preliminary budget, the preliminary timeline is necessary to ensure that expectations are met. At the conclusion of the MDM Discovery phase MethodFactory is prepared to deliver a fixed -price or defined price range proposal for the 40 240 North Washington Blvd AttMethod Factory Saraso� ♦j j� Sarasota, Florida 34238 (941) 364 -8 161 MDM Planning phase. This proposal also includes a good -faith development effort range, based on the information that is gathered during the Discovery phase. aevela�vr�ent Proposal MDM — Planning Project framing includes current business process mapping, current f wireframe mapping, current database mapping, a current IT inventory (software, hardware, resources) and the development of functional workshop questionairres and agendas. Method Factory leads functional workshops to determine the functional FINIC001W requirements that are required to be included in the project. Key -VY>>�1S��DW- components of the functional workshops include functionality inventory and prioritization, use case modeling, business process optimization, wireframe development and risk assessment development. The planning document is developed at the conclusion of the functional workshops. The planning document deliverable includes the functional design document, database schema, integration plan, data Implementation plan, application wire frames, system workflows and a task level project plan. Once the planning document has been delivered and accepted ' MethodFactory is able to deliver o the client a fixed -time fixed -price Proposal development proposal. Page 12 AALMethod Factory MDM — Development 240 North Washington Blvd Suite 260 Sarasota, Florida 34236 (941) 36 4 -816 1 The deployment plan includes a formal test plan (unit, user and load = testing), deployment plan (staging, training, production), documentation (technical, end user) and training (technical, end user) An application development team is assembled during project kick-off. This team includes a Technical Lead (principle architect), Project Manager and all necessary development resources. The team follows the project plan and all requirements listed in the planning document. All project stakeholders receive a log -in to a secure project portal. The project portal is used as the primary communication vehicle to deliver project updates and facilitate any necessary change management Page 13 _ 240 North Washington Blvd AiLMethodFactory Suite d} Saararasosota, Florida 34236 (441) 384-8161 Testing Deployment Documentation and Training MDM — Deployment Testing Testing occurs throughout the project. Discrete functional components are unit tested at the completion of their development. The completed application is put through a formal user testing and load testing procedure (per the test plan). Defect identification and resolution is documented through the project portal. Application deployment transitions from the development environment to Deployment a staging environment, and finally to the production environment. All project releases are identified with a release number any application modifications are documented. Each project includes an application release process document and a roll -back process document. All project release information and communication occurs via the project portal. Documentation Application documentation typical starts with the planning documentation. and Additional technical and procedural documentation can be developed as Training a method for providing knowledge transfer to the organizations internal IT department. Associated technical training is available. End user manual development and end user training is also available. Page 14 240 North Washington Blvd na AOLMethoffactory Sra63 Sarasota, Florida 34236 (941) 36 4 -8 16 1 MDM — Support All levels of ongoing application support are available via a managed A—MORM" n services contract. Options include application maintenance, development environment hosting, staging/training environment hosting, application monitoring (passive/active), application reporting and tiered Service Level Support (SLA). User support options include project portal hosting, technical help desk UM support, end user help desk support, follow-on technical & end user SWppw training and reporting/analyst services. MethodFactory maintains a tier-1 managed hosting facility and provides a rich menu of application hosting services. Page 15 240 North Washington Blvd dFactory Suite ,&meth/' �j j„j Sarasota, Sarasota. Florida 34236 G941j 36 4 -8 16 1 4.5 Relevant Case Studies 4.5.1 Sarasota County IT Consulting, Application" Development, Microsoft Enterprise C, etamer Details Server Implementation --• MethodFactory provides a rich blend of IT "' � services to Sarasota County. Projects -- include: _ �— SharePointplanningr-- Employee portal development eHR system development Online benefits enrollment system development Hazardous waste collection kiosk application development NET content management system development & enhancement 4.5.2 Sarasota County - GovMax GovMax — County management system development MethodFactory is a strategic partner to Sarasota County, FL for the design, development and support of a multifaceted Government management system. Services include: - Support of current version of GovMax for 13 local government clients o Full-time help desk o SharePoint support portal o End user training/support o Technical/application support Application design and development of GovMax V5.0 System integration of various government finance systems into GovMax V5.0 System integration of GovMax V5.0 into various reporting / business intelligence applications Page 16 G"Max v5.0 suite CiovNlax GonML. riovNTax h92 J/ Fistrl P4inail.grfarminae EditionI Edition Edition !!!� _Pomtic- - i FYni� hr, UM A" Reo+dting !Buriget 'g't � t rviodelklq _ ! _ fir. c Tratirel NOW" ; I Crantsin Ald I f Iper vote i>",1+.�,,,. a •,�,.,. 1 Conperrsotlon Pix.*g = Z 7 }--�-- ------ PortalServle SherePow) y -�<olso---- PlanonnAote%Laye / IA.viner,API (90A) Gov" Ex Claim Cwe "Milan (k.y*c G=Y61 I �l�•rYety. ! L'�lV 13'Cjtt lc li�� I ]sw.ti IiliclTnfrc k�fYq 40 240 North Washington Blvd Suite 21SO MethodFactory Sarasota, Florida 34236 Att (9 4 1 ) 3 6 4 -8 16 1 4.5.3 Tervis Tumbler Manufacturing Assembly Kiosk MethodFactory developed a touchscreen kiosk system to enable workers to retrieve fTE*. C0LL-1 7-OL custom tumbler assembly work orders and instructions. The system integrates with the rr company's back office system. 17oz U R 4.5.4 Nassau Community College Microsoft CMS 2002 TMP Worldwide (Monster, Inc.) engaged with MethodFactory to implement Microsoft CMS2002 for their A. client, Nassau Community College. MethodFactory provided the following services: MCMS2002 implementation Template development hit WAE implementation Technical documentation and on -site training End user documentation and on -site training At the conclusion of the project MethodFactory was invited to engage directly with NCC to provide follow on support and development services. Page 17 240 North W,,hm,lort 111v1 Suite 260 MethodFactory Sarasota, Florida 34236 (341) 364-8161 4.5.5 Sarasota County Hazardous Waste Collection Application MethodFactory developed a hazardous waste collection system for Sarasota County Government. The system records the collection of hazardous waste drop- offs by residential and commercial customers. Ii 4.5.6 California Chamber of Commerce e-Commerce Website The Chamber required an e- commerce website that integrated with their Navision ERP system. Additionally, the Chamber sought a common content management system which would enable them to market products and services across all three web properties. MethodFactory implemented Microsoft Content Management Server and Commerce Server. MethodFactory enabled real-time integration with the organizations' ERP system. Page 18 caibizcentral f!Ol�wts 240 North Washington Blvd AiLMethod Factor Sarasot#i ti,j �j Sarasota, Florida 34236 (94 ) 364-8161 4.5.7 Home Depot Product Configurator Kiosk Method Factory designed and developed an interactive merchandising kiosk to be placed at select Home Depot locations. The pilot kiosk configuration enables the customer to configure closet storage arrangements and receive a detailed parts list. The configurator functionality was developed as a Microsoft .NET control that is delivered via NetKey's browser software. Page 19 ► vim trw10noam o.wtnY_ ► n ® L' im r J FW7w7 4 A. i"-'j BALK = 5T&"av£A = Quit •saw YCSGt w sr.�at r 6AL% = SMATOVEK N WIT At*Method Factory 4.5.8 Crescendo Residences Property reservation system MethodFactory developed a dynamic website for luxury vacation property reservations and an associated property/reservation management system. MethodFactory provides managed hosting and application support to Crescendo. 4.5.9 City of Indianapolis, IN Microsoft Content Management Server This joint City/County entity chose Microsoft Content Management Server to manage the new web -site. They required network infrastructure, implementation and development assistance to support their internal IT staff. MethodFactory recently engaged with Indianapolis to upgrade their MCMS 2000 environment to MCMS 2002 and to develop a SharePoint pilot plan for the City. .evrmiu 240 North Washington Blvd Suitt' 260 Sarasota, Florida 34236 {941 j 364-8i6t OV °oind-I.Gm,. i4itf� � a ,m ' or. d e....rt-� SaY�t�1� Iih11¢11PCnb „« �:. W �. • N� � ram,, �r� 1/yeoGs �itrduaum r®tuu—e x �pLyn u�y^ ' Page 20 _.. i 240 North Washington Blvd ite no SSarasot Sarasota, Fiorida 34236&Methoffactory {941} 383-81 61 4.5.10 Microlumen Shop Floor Management System MethodFactory developed a custom manufacturing process system for an FDA regulated medical device company. The system integrates with the company's Great Plains ERP system. MethodFactory provides ongoing application support. 4.5.11 MariSafe Tradeshow kiosk MethodFactory developed an e-commerce and membership kiosk system to support boating industry retailer's consumer tradeshow new business strategy. This interactive kiosk integrates directly to the company's e-commerce website and uses NetKey's browser software. Page 21 �rJ J Transmission Report Date/Time 10-28-2009 04.25.03 p m_ Local ID1 3052923516 Local ID 2 Transmit Header Text Local Name 1 MONROE COUNTY ATTORNEYS OFFICE Local Name 2 This document : Failed (reduced sample and details below) Document size : 8.5"x1 1 " PO 9oi 10211 Key WW. FL !,A 1-1026 T.1, t n-(365)M-3470 Fe�surAe: f3o5; 1s2-�5i6 County Attorney Attorney Fax Te 4, ), 6 f 0 -_S zi 2 r wafty o J Re: CC: O umeet ❑ Fo Rw1.w 6 Plawe ce—mat ❑ nee" Reply e ceaeeea", Total Pages Scanned : 37 Total Pages Confirmed 24 No Job Remote Station Start Time Duration Pages Line Mode I Job Type Results 001 374 3058529233 04:09:08 p m 10-28 2009 00 44 11 24/37 1 EC HS FA14400 Abbreviations HIS Host send PL Polled local MP Mailbox print TU Terminated by user HR Host receive PR Polled remote CP Completed TS Terminated by system G3 Group 3 WS Waiting send MS: Mailbox save FA Fail RP: Report EC Error Correct Implementation Plan (GovMax Specific Implementation Stages) Stage I. Setup Development Environment: GMv5MON. Method Factory. com Invoicing Milestones • Planning • #1 —Configuration of Development Environment • #2 — Configure Base System • #3 — Load 'Look -up' data • #4 — Load Account Details Stage I. — Setup Planning Stage 11. Acceptance Staging Environment: MONSTG. FiscalGov.com Invoicing Milestones • #5 — Configuration of Staging (Testing) Environment • #6 — Administrator Orientation Training and On -Line Help Pre -Population and Administration Help Orientation • #7 — Client Acceptance of Implementation Statement of Work. Stage III. Deployment Production Environment: MON. FiscalGov.com Invoicing Milestones • #8 — Configuration of the Production environment, Training, Travel, Deployment support Thorough analysis of client requirements will be completed and documented in the GovMax Implementation Plan. The implementation plan will include an implementation timeline and budget and will document the following client specific elements: • Navigation Structure • Financial Structure • Entity List • Entity Attributes • Interfaces To External Systems • Budget Structure (site options) • Position Calculations • Data Migration Requirements • Budget Documents Reports • Custom Management Reports Client acceptance of the implementation plan is required before implementation will begin. Milestone #1: Configuration of Development Environment The GovMax V5 development environment is configured and accessible. The client specific system configuration (based on the agreed -upon implementation plan) will be completed. Site: http:// gmv5MON.Method Factory. corn Milestone #2: Configuration of Base System Client Implementation Portal is configured and ready for use. Site: htti)://extranet.methodfactory.com/GovMax/MON/default.aspx MethodFactory and Client will be able to access GovMax V5 SharePoint Implementation portal to communicate and store; milestones status, meeting notes, import files and any other files or communication used during implementation. Application Configuration MethodFactory will have the GovMax application configured based on the options (based on the agreed -upon implementation plan). At this point the users of the three named roles will be able to log into GovMax V5 development environment site options area only. User's designated as System Administrators will be able to log into this environment under the System Administrator's credentials, however no data will have been migrated at this point. The status of each milestone is tracked within the project portal. The milestone statuses can be reviewed by clicking on the link titled `Milestones'. Milestone #3: toad "look -up" data All client provided look -up data (e.g. line items objects, departments, business units, position additives, job classifications...) has been loaded into the development environment. The Load "look -up" data milestone will be met when client provided "look -up" data has been successfully imported into the GMV5 development environment. The acceptance criteria can be confirmed by comparing the client provided "look- up" data (excel files) with the GMV5 table content (available for export via Settings > Customization > Data Export). The status of each "look -up" data table load is tracked within the project portal. The data load status can be reviewed by clicking on the link titled `Data Load Schedule'. Milestone #4: Load Account Details All client provided implementation data (e.g. account line items, positions, capital projects...) has been loaded into the development environment. This milestone will be met when client provided Account Detail data has been successfully imported into the GMV5 development environment. The acceptance criteria can be confirmed by comparing the client provided Account Detail data (excel files) with the GMV5 table content (available for export via Settings > Customization > Data Export). The status of each Account Detail data table load is tracked within the project portal. The data load status can be reviewed by clicking on the link titled `Data Load Schedule'. MethodFactory will perform the initial load of "look -up" and account detail data as a fixed -price element of this statement of work. The milestones of Load `look -up' data and Load Account Details will have been met when each "look -up" and account detail table has been populated with the first set of data supplied by the client (see acceptance criteria in the Load `look -up' data and Load Account Details milestones). At the client's request and based upon the variability inherent in data migration projects, supplemental data manipulation services are offered on a time and material basis following the initial loads and the achievement of the Load 'look- up' data and Load Account Details milestones. Data Manipulation consists of the process whereby MethodFactory will perform manual adjustments on the data, based on requirements/conditions identified by the client. Stage 11. — Training & Acceptance Milestone #5: Configuration of Staging Environment Client's GovMax V5 staging environment is configured and accessible. The client's specific system configuration (based on the agreed -upon implementation plan) will be completed. Site: http:// MONSTG.FiscalGov.com Milestone #6: Administrator Orientation and Training and On -Line Help Pre -Population and Administration Orientation MethodFactory will provide quick -start application administrator orientation for the purpose of familiarizing client designees with the core functionality of the application. The orientation will include hands-on access into all workspaces, as well as an in-depth discussion of system administered settings. The objective of the Client -side Application Administrator Orientation is to enable the client effectively identify data and application configuration issues. Administrator Orientation and Training will occur on -site at MethodFactory's office in Sarasota, Florida. Client is responsible for travel, lodging, meals, and any other costs incurred. MethodFactory will provide client with written documentation regarding the administration of On -Line Help and will conduct one (1) training session to demonstrate to system administrators and/or Management & Budget SMEs the process for populating and managing on-line help. Milestone #7. Client Acceptance The client will sign -off that implementation is completed as described in the statement of work related to the implementation plan created in milestone 1, and that the V5 budget accurately reflects the data scripts/files provided for the implementation. The client's GovMax v5 environment is ready for production use. This milestone is for the standard implementation of GovMax V5 and does not consider any custom report development. Stage III. — Deployment Milestone #8: Configuration of the Production environment, Training, Travel, Deployment support The client's GovMax V5 production environment is configured and populated with the staging environment data that was accepted as per the Client Acceptance milestone. The client's specific system configuration (including the establishment of Charlotte's reporting structure, base administrator account and site options as defined in the Organization Setup section) will be completed. Post -production environment deployment training as agreed -upon by client, Sarasota County GovMax SMEs and MethodFactory. Specific agendas will be developed during implementation based upon client requirements. Training effort will include preparation, documentation, delivery and follow-up related to the agreed -upon training curricula up to the amount indicated in the milestone. The Monroe County will have final determination for the 'go -live' date of their GovMax V5 implementation. Site: httpJ/MON.FiscalGov.com