Whittman HartWe are IT!®
APPRO VED, AS TO
FORM BY:
WHITTMAN - HART®
COMPLIANCE 2000® AGREEMENT
THIS AGREEMENT is made as of June 3, 1998, by and between Whittman-Hart, Inc., a corporation organized under
the laws of Delaware and having a principal place of business at 311 South Wacker Drive, Suite 3500, Chicago, Illinois
60606-6618 (hereinafter "Whittman-Hart"), and the City of Carmel, a corporation organized under the laws of Indiana
and having a principal place of business at One Civic Square, Carmel, Indiana 46032 (hereinal~er **Client").
1. SERVICES
1.1. Whittman-Hart shall provide the consulting
services described herein at the above location, and as
further specified in Appendix A and any Addendum or
Rider executed by the parties (the "Services"). In the
event of a conflict between this Agreement and
Appendix A or an Addendure, the terms of this
Agreement shall prevail. In the event of a conflict
between this Agreement and any Municipal Rider, the
Municipal Rider shall prevail. Any change in the
scope of Services shall be agreed upon in writing by
the parties, and Whiman-Hart shall have no obligation
to perform services in connection with any change
until the parties have agreed upon the effect of such
change on fees and/or schedule.
1.2. If the Services are performed at a Client's
location, Client shall provide appropriate computer
hardware, software and communications resources,
system and user documentation, office space,
telephone service, copying, facsimile or postage and
general office supplies and support to Whittman-Hart
as necessary to perform the Services. Appendix A may
provide certain assumptions and/or Client
responsibilities regarding the Services. Whittman-Hart
shall only be responsible for reporting year 2000 date
change noncompliance issues as may be identified by
WhiRman-Hart on the date based systems specified by
Client, and Client acknowledges that WhiRman-Hart is
not responsible for identifying all such issues. Client
shall obtain permission from Vendors to modify their
software and hardware products. Client shall assume
those responsibilities, including the procurement,
selection, management and sizing of any third party
products (including computer hardware) or services,
and understands that Whitanan-Hart's performance is
dependent on Client's timely and effective
performance of its responsibilities and its timely
decisions and approvals. Whittman-Hart may rely on
all decisions and approvals of Client.
1.3. Client represents and warrants to Whittman-
Hart that Client has obtained or will obtain from third
party vendors of hardware or software components of
the computer application systems for which Client
seeks Year 2000 services (the "Applications") and all
rights and consents necessary to permit Whiman-Hart
to perform its services under this Agreement. Client
will also obtain from third party vendors of hardware
and software components of the Applications such
representations as are necessary concerning the date-
handling characteristics of those components and their
compliance and manner of compliance with Year 2000
requirements and standards.
2. INVOICES
2.1. Invoices will be submitted and payments made
pursuant to paragraphs 4.2. and 4.3. of the Municipal
Rider.
2.2. Whittman-Hart shall be reimbursed for all costs
and expenses incurred by Whittman-Hart in connection
with Whitlman-Hart's purchase of special hardware or
other tools necessary to perform Year 2000 services.
Whittman-Hart shall be reimbursed for actual out-of-
pocket expenses of its consultants. and other expenses
upon Client's authorization, incurred in performance of
the Services, including travel, lodging, and a tiffteen
dollar ($15) per diem overtime meal allowance for
consultants who perform at least ten (10) hours per day
of local billable services. Other expenses shall include,
but not be limited to, expenses and fees for Services
incurred in connection with any third party litigation
relating to Whitm~an-Hart's Services. Consultant's
traveling out-of-town shall be reimbursed for airfare,
auto rental, and a maximum thirty-five dollar ($35) per
diem meal allowance. Consultants shall be reimbursed
for mileage when performing Services outside fifty
(50) miles round-trip from the consultant's local branch
office. Travel time for the consultants shall be
reimbursed at fifty (50%) of the applicable rate
schedule.
3. RIGHTS IN MATERIALS
Client shall own, upon payment of all fees incurred,
any deliverables, including special hardware and tools,
software programs, source and object code, files, tapes,
disks, and related user documentation, originally
developed solely for Client under this Agreement.
Such deliverables shall be owned by Client for its own
internal use. Whittman-Hart does not convey nor does
Client obtain any right in materials proprietary to
Whittman-Hart, which Whittman-Hart may utilize or
provide pursuant to the Services, or other materials not
developed solely for and paid in full for under this
Agreement, except as otherwise agreed upon in writing
by the parties. Whittman-Hart shall be free to use its
general knowledge, skills and experience and any
ideas, concepts, know-how and techniques related to
Whittman-Hart's consulting and used in the course of
providing the Services on other engagements. The
parties will cooperate with each other to execute any
documents necessary to achieve the objectives of this
section.
4. PERSONNEL
4.L In recognition that Whittman-Hart personnel
performing under this Agreement may perform similar
services for others, this Agreement shall not prevent
Whittman-Hart from providing services or developing
materials that are competitive with those developed or
provided hereunder regardless of any similarity to such
services or materials. Whittman-Hart shall endeavor to
honor a request for a specific consultant, subject to
staffing or scheduling considerations; however,
Whittman-Hart shall determine the assignment of its
personnel.
4.2. Client shall not during the term of this
Agreement, and for a period of nine (9) months
following termination, solicit the employment of,
employ or contract with Whittman-Hart's personnel
with whom Client has had contact under this
Agreement. If Client breaches this paragraph 4.2,
Client shall pay as liquidated damages, and not as a
penalty, the sum of $35,000, If Whittman-Hart waives
this restriction, Client shall reimburse Whittman-Hart
mutually agreed upon costs of external recruitment,
training and lost revenues.
5. YEAR 2000 CONSIDERATIONS
5.1. Client acknowledges that there are certain
inadequacies and deficiencies in its hardware, software
and systems with respect to the Year 2000 which, if
left unaddressed, have the potential to cause adverse
consequences to Client in the form of business losses,
claims, damages or liability to third parties. Client has
engaged Whittman-Hart to perform Year 2000 services
to assist Client in the process of addressing and
correcting such inadequacies and deficiencies.
Responsibility for achieving the objectives of Client's
Year 2000 goals, however, shall remain at all times
with Client. It is the express intention of Client, and
the basis upon which Whittman-Hart is undertaking to
perform such Year 2000 services, that Client's risk of
adverse consequences in connection with Year 2000
problems shall remain at all times with Client and shall
not shift to Whittman-Hart by reason of Whittman-
Hart's performance of Year 2000 services hereunder.
5.2. The success of the Year 2000 services is
dependent upon many factors that are outside of
Whittman-Hart's control. Such factors include, but are
not limited to: (i) whether hardware, software and
systems external to the Applications handle dates
appropriately and in a manner consistent with the
implementation of date-handling procedures for the
Applications; (ii) whether data used by the
Applications is accurately entered in a manner
consistent with the Applications' date-processing
characteristics; (iii) whether the information provided
to Whittman-Hart regarding the hardware and software
components of the Applications and their date-
handling characteristics (including information
obtained from third parties) is materially accurate and
complete; and (iv) whether Client has provided
Whittman-Hart with the support Whiman-Hart
requires to perform its work effectively. The success
of Whittman-Hart's work will also depend on the
actions and omissions of Client's employees,
representatives, vendors and other contractors,
including such contractors engaged by Client to
perform services related to the Year 2000. Client
acknowledges and assumes the risk that unexpected
problems or events may adversely impact Whittman-
Hart's ability to adhere to previously provided
schedules and cost estimates.
5.3. Whittman-Hart shall be entitled to rely, without
audit, review or verification on representations from
third party vendors of hardware or software
components of the Applications concerning the date-
handling characteristics of those components and their
compliance and manner of compliance with Year 2000
requirements and standards. Whittman-Hart will not
be required to conform or coordinate the date-handling
2
features of the Applications with any hardware,
software, systems, communications media or data
external to the Applications. Whittman-Hart will not
be required to remedy Year 2000 compliance problems
in third party hardware or software components.
6. WARRANTIES
6.1. Whittman-Hart warrants to Client that during
the term of this Agreement and for a period of sixty
(60) days from the completion of Services or thirty
(30) days after Client's first use in production of the
services, whichever occurs earlier, that the Services
shall (a) be performed in a workmanlike manner in
accordance with applicable commercial standards; (b)
comply with any applicable law, rule or regulation, and
Whittman-Hart will have obtained all permits required
to comply with such laws and regulations and (c) not
violate or infringe upon any presently issued United
States copyright, patent, trade secret or other property,
contractual, employment or confidentiality right of a
third party.
6.2. The foregoing warranties shall apply provided
that (a) any software or other materials developed by
Whiman-Hart have not been modified, unless
authorized by Whittman-Hart in writing; (b) them has
been no change in the computer equipment on which
Whittman-Hart installed any software, unless
authorized by Whittman-Hart in writing; (c) the
computer equipment has sufficient capacity, is in good
operating order and is installed in a suitable operating
environment; (d) the nonconformity was not caused by
Client or its agents or other third party; (e) Client has
provided proper and accurate test data as requested by
Whiman-Hart, (f) Client has followed all Whittman-
Hart methodologies and completed all Whittman-Hart
testing procedures; (g) any noncompliant data or
software that is introduced into the Client's system is
only through entry points developed by Whitlman-
Hart; (h) Client promptly notifies Whittman-Hart of the
nonconformity after discovery and (i) all undisputed
fees due to Whittman-Hart have been paid.
6.3. Any software modifications performed by
Whittman-Hart hereunder shall be provided to Client
"AS IS."
6.4. Client accepts sole responsibility for the use of
any software or other materials delivered hereunder to
achieve Client's intended results and the results
actually obtained from such software or materials.
Client's sole and exclusive remedy is for Whittman-
Hart to use commercially reasonable efforts to cause
the Services to comply with the foregoing warranties.
In the event that such services cannot be provided
within a reasonable time after notification, Client's sole
3
and exclusive remedy is to terminate this Agreement
and to receive a refund of any fees paid to Whittman-
Hart for the non-conforming Services.
THE FOREGOING WARRANTY IS WHITTMAN-
HARTS ONLY WARRANTY CONCERNING THE
SERVICES AND ANY DELIVERABLE, AND IS
MADE 1N LIEU OF ALL OTHER WARRANTIES
AND REPRESENTATIONS, EXPRESS OR
IMPL1ED, INCLUDING BUT NOT LIMITED TO
ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE.
7. CLIENT'S POLICIES/TRAINING
Whittman-Hart shall, whenever on the Client's
premises, obey all reasonable policies regarding
conduct required by the Client. Whittman-Hart's
personnel assigned to perform the Services shall attend
any requested policy or technology training, at Client's
expense, subject to the applicable rate schedule.
8. TERMINATION
8.1. Either party may terminate this Agreement
without cause upon giving the other party thirty (30)
days written notice. During the thirty (30) day
termination period, Client shall reimburse Whittman-
Hart for any demobilization expenses such as computer
or real estate lease terminations.
8.2. Either party may terminate this Agreement for
breach of a material term of this Agreement upon
giving the other party fifteen (15) days written notice
identifying specifically the alleged breach, provided
the breaching party does not cure such breach within
the fifteen (15) days.
8.3. Either party may terminate this Agreement by
written notice if the other party makes an assignment
for the benefit of creditors, becomes subject to a
bankruptcy proceeding, or is subject to the
appointment of a receiver.
8.4. Upon termination of this Agreement by either
party, each party shall promptly return to the other all
data, materials, and other properties of the other held
by it; provided, however, if Client has not satisfied all
undisputed outstanding invoices for Services
performed by Whittman-Hart prior to the date of
termination, Whittman-Hart shall be entitled to retain
such materials until payment is made and may pursue
its remedies at law or in equity.
9. LIMITATION OF LIABILITY
Whittman-Hart's liability (whether in contract, tort,
negligence, strict liability or by statute or otherwise) to
Client or to any third party concerning performance or
non-performance or otherwise related to this
Agreement shall in the aggregate be limited to the fees
received by Whittman-Hart hereunder for the portion
of the services giving rise to such claim.
NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY
OR INDIRECT DAMAGE, OR EXPENSES
(INCLUDING LOST PROFITS OR SAVINGS) IF
SUCH PARTY WAS ADVISED OF THE
POSSIBILITY OF THE OCCURRENCE OF SUCH
DAMAGES.
10. INDEMNIFICATION
Client shall indemnify and hold harmless Whittman-
Hart and its personnel from and against any claim, loss
or liability arising out of or relating to the Services or
use by Client, or any third party, of any deliverable
item and will reimburse Whittman-Hart for all
expenses (including legal fees) as incurred by
Whiman-Hart, except to the extent a claim for failure
to perform the Services is finally determined to have
resulted from gross negligence or willful misconduct of
Whittman-Hart.
11. CONFIDENTIAL INFORMATION
I 1.1. Each patty agrees that any information
concerning the other's business activities, products,
research and technical knowledge disclosed by the
party that is identified in writing as "Confidential
Information" shall not be duplicated or disclosed to
any other party, unless such duplication or disclosure is
authorized by the other patty. Each party shall protect
the confidentiality of the Confidential Information in
the same manner as it protects its own confidential
information of like kind and shall restrict access to
those of the recipient's personnel on a need to know
basis.
11.2. Nothing in this Agreement shall restrict either
party's use of information (including, but not limited
to, ideas, concepts, know-how, techniques, and
methodologies) (a) that is or becomes publicly
available through no breach of this Agreement, (b)
independently developed by it, (c) previously known to
it without obligation of confidence or (d) acquired by it
from a third party which is not, to its knowledge, under
an obligation of confidence with respect to such
information. In the event either party receives a
subpoena or other validly issued administrative or
judicial process requesting Confidential Information of
the other party, the recipient shall promptly notify the
other party of such receipt and may, thereafter, comply
with such subpoena or process to the extent permitted
by law. The Confidential Information shall be returned
or destroyed upon the earlier of (a) completion of the
Services or (b) the discloser's request. Whittman-Hart
may retain, subject to the obligations of this section,
copies of the Confidential Information for
recordkeeping purposes.
12. TAXES
In the event Client is subject to taxes, Client shall pay
all taxes, however designated and in addition to any
charges payable hereunder, incurred in connection with
or as a result of this Agreement or the Services,
including without limitation state and local privilege,
excise, sales and use taxes paid or payable by
Whittman-Hart, except any tax based on Whittman-
Hart's net income.
13. ASSIGNMENT
Neither party shall assign this Agreement without the
other party's consent.
14. ENTIRE AGREEMENT
This Agreement, including Appendix A and any
Addendum, constitutes the entire understanding
between Whittman-Hart and Client and supersedes all
prior agreements, arrangements, representations and
communications, whether oral or written, regarding the
subject matter hereof. Client is entering this
Agreement solely based upon the agreements and
representations contained herein for its own purposes
and not for the benefit of any third party.
15. SEVERABILITY
If any term or provision of this Agreement is found by
a court of competent jurisdiction to be illegal, invalid
or otherwise unenforceable, such term or provision
shall not affect the other tenns or provisions hereof or
the whole of this Agreement, but such term or
provision shall be deemed modified to the extent
necessary in the court's opinion to render such term or
provision enforceable, and the rights and obligations of
the parties shall be construed and enforced
accordingly, preserving to the fullest permissible extent
the intent and the agreements of the parties.
16. FORCE MAJEURE
Neither party shall be liable for any delays or failures
in performance due to circumstances beyond its
control.
17. APPLICABLE LAW
This Agreement shall be governed by the laws of the
State of Indiana without application of conflict of laws
principles. Any suit relating to this Agreement may be
instituted in any state or federal court in Hamilton or
Marion Counties, Indiana, and the parties submit to the
jurisdiction of any such court.
18. NOTICES
Any notice or other communication hereunder shall be
in writing and shall be effective upon personal
delivery, or five (5) days following deposit into the
United States mail (certified mail, return receipt
requested), addressed to such party at the address set
forth at the first page of this Agreement.
19. MISCELLANEOUS
19.1. Independent Contractor. Each party is an
independent contractor and the parties shall not have
the authority to bind, represent or commit the other.
Whiman-Hart may use Client's name in its resumes
client list and in other promotional information
including, but not limited to, press releases, brochures,
reports, letters, white papers, electronic media such as
E-mail or Web pages and other materials or media as
may be selected by Whittman-Hart. Nothing in this
Agreement shall be deemed or construed to create a
joint venture, partnership or agency relationship
between the parties for any purpose.
19.2. Insurance. Whittman-Hart shall maintain
insurance against losses and damages to persons or to
real or personal property which are proximately caused
by the negligence of Whiman-Hart in performing the
Services, including worker's compensation, public
liability, property damage and automobile liability
insurance. Whiman-Hart upon request will produce a
certificate of insurance demonstrating such coverage.
19.3. Causes of Action. The parties agree that any
cause of action will not be valid unless such action is
commenced by the filing of a complaint in a court of
competent jurisdiction within one year after
completion of the Services. In the event Client fails to
make payment under this Agreement, Client shall
reimburse the cost of collection as incurred by
Whittman-Hart, including court costs and attorneys'
fees, unless Whittman-Hart fails to prevail in such
action.
19.4. Modifications. Notwithstanding Section 1.1,
if Client modifies by written request the scope of
Services heretrader, Whittman-Hart may perform the
services at its discretion. If Whittman-Hart so
performs, Client agrees that Whittman-Hart may
expend the time which it deems reasonable and
necessary to perform the Services and the charges for
such Services, and the terms and conditions of
performance, shall be govemed by this Agreement.
19.5. Survival. The terms of Sections 2, 3, 4, 6, 9
and 10 shall survive termination of this Agreement for
any reason.
19.6. Authority. This Agreement shall become
valid and binding upon Whittman-Hart only upon
execution by its Chief Executive Officer, President or
Vice President or their designee.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and represent that the persons
whose signatures appear below are duly authorized to execute this Agreement.
WHITT~)_//~~
By:
Signature
Its
(Title)
CITY OF CARMEL
.y: y si nat.re '--L//
Z_2,' ,',, o ,',*t
(Print - Name)
,t,:
(Title)
APPENDIX A
The parties acknowledge and agree that the quality of the Services are dependent on the completion of Whithnan-Hart's
methodologies and testing procedures. Accordingly. Whittman-Hart shall not have any liability in the event Client does
not follow all Whittman-Hart methodologies, Client does not complete all of Whittman-Hart's testing procedures or if
any noncompliant data or soetwam that is introduced into the Client's system through entry points other that those
developed by Whiman-Hart. Whittman-Hart shall not be liable for the management or performance of any third party
products or services.
Whiman-Hart will provide the following support detailed in the attached Proposal at the rate(s) indicated below:
LEVEL RATE*
Senior Manager $180/hour* *
Manager $165/hour**
* Rates will be subject to periodic increases as reflected in invoices submitted to Client.
** See Attached Proposal.
THE CITY OF CARMEL
CARMEL, INDIANA
Proposal for A Year 2000
Assessment Project
Prepared by.'
Whittman-Hart, Inc.
Indianapolis, IN
July 8,1998
City of Carmel Year 2000 Assessment Project
Table Of Contents
INTRODUCTION ........................................................................................................................................1
~tIANK YOU FOR THE OPPORTUNITY ..........................................................................................................l
VENDOR AND COMPANY DATA ........................................................................................................... 2
NAME, ADDRESS, TELEPHONE ...................................................................................................................2
PROJECT CHARTER .................................................................................................................................3
PROJECT SCOPE ..........................................................................................................................................3
1. Assessment ........................................................................................................................................4
2. Analysis .............................................................................................................................................4
3. Recommendations .............................................................................................................................4
Selected Services ...................................................................................................................................5
CHOOSE THE SERVICES YOU HEED WHEN YOU NEED THEM ........................................................................ 5
OTHER SERVICES .....................................................................................................................................6
ADDITIONAL WHITTMAN-FIART SERVICES AVAILABLE TO THE CITY OF CARMEL ..................................... 6
DEFINITION OF DELIVERABLES .......................................................................................................... 7
WHAT THE CITY OF CARMEL WILL RECEIVE .............................................................................................. 7
PROJECT COST ..........................................................................................................................................8
ESTIMATED COSTS .....................................................................................................................................8
RESOURCES ASSIGNED ...........................................................................................................................9
STAFFING CONSIDERATIONS ......................................................................................................................9
WORK PLAN AND SCHEDULE DATES ............................................................................................... 10
WORK BREAKDOWN STRUCrURE ............................................................................................................ 10
MEASURES OF SUCCESS .......................................................................................................................11
HOW WILL THE SUCCESS OF THE PROJECT BE MEASURED....? ................................................................... 11
STATEMENT OF UNDERSTANDING ................................................................................................... 12
CONTRACT INFORMATION ........................................................................................................................12
Authorized Signature and Date ...........................................................................................................12
CONCLUSION ...........................................................................................................................................13
REASONS FOR USING WHITTMAN-HART ................................................................................................... 13
Prepared by Ifhittman-Hart, Inc. Page i
Confidential Material: No part of this proposal may be reproduced without permission from
VFhittman-Hart.
City of Carmel
Introduction
Year 2000 Assessment Project
Thank you for the opportunity ....
We appreciate the opportunity to present Whittman-Hart's approach to assisting you in
completing a Year 2000 Assessment Project for the City of Cannel. We prepared this estimate
to address your needs as discussed during our prior conversation. It is based on our
understanding of your needs and our experience in performing business and technology
assessment studies and analyses, and specifically Year 2000 assessments.
This information document is structured to provide the information you need to evaluate and
select Whittman-Hart as your solutions provider for this project. Included is an introduction
to Whittman-Hart, company and contact data, a description of the possible services provided,
a listing of projected deliverables, project costs, resources to be assigned, a preliminary work
plan, scheduled dates, and a statement of understanding.
We welcome this opportunity, and look forward to working with you.
Prepared by Whittraan-Hart, Inc. Page 1
Confidential Material: No part of this proposal may be reproduced without permission from Whittman-Hart.
Ciiy of Carmel Year 2000 Assessment Project
Vendor and Company Data
Name, address, telephone ....
XVhittman-Hart, prior to May 3, 1996 was a privately-owned company until going public on
the NASDAQ market. We are a vastly growing organization, utilizing many information
technology business practices to build and support our clients. Whiman-Hart plans to
continue to grow through geographic expansion throughout the United States, while
maintaining the quality of service and business relationships that have made Whittman-Hart
successful thus far. Below is a list of pertinent Whittman-Hart information.
Company Name
Company Address
Telephone Number
Federal identification
Date established
Local Contact
Ownership
State company is
incorporated
Principal type of business
Total Number of years in
business
Number of Locations
Local(Indianapolis)
Employees
Totalnumber offull-time
employees
Whittman-Hart, Inc.
9449 Priority Way West Drive
Indianapolis, Indiana 46240
317-575-9696
36-3797833
1984
Aaron Schamp, Account Executive
Public Company (NASDAQ: WHIT)
Delaware
Business and Information Technology
Management Consulting
13
Year end '97 - 10
Year end '98 - 13
Year end '97 - 200
Year end '98 - 240
Corporate-wide - 2,200
Whittman-Hart is one of the nation's premier technology services firms, providing a full range of
services inclusive of high level business and Information Technology consulting, WEB development,
programming, and collaborative technologies. Whittman-Hart is recognized for providing quality,
cost-effective solutions, and has grown from approximately 450 professionals at year end 1994, to
2,200 at present. Additionally, Whittman-Hart has added a branch office in the United Kingdom.
Prepared by Whittman-Hart, Inc. Page 2
Confidential Material: No part of this proposal may be reproduced without permission pom Whatman-Hart.
City of Carmel Year 2000 Assessment Project
Project Charter
Project scope ....
The City of Carmel is currently in the preliminary planning stages of Year 2000 Compliance
and Remediation analysis and readiness. The Information Technology department at Carreel
is relatively new as a separate entity and supports the NT and UNIX platforms. Other areas of
concern specific to the City of Carmel include:
· Public Safety deployed components with embedded chips
· Public Utilities specialty equipment
· I/T components
· Voice systems
· Finance and Administration applications
· Infrastructure
· Public Sector partners
· External Agents
This proposal addresses the Year 2000 Planning and Remediation project(s). Specific to the
Year 2000 Project, Whittman-Hart will supply services required to complete the project tasks
divided into multiple phases; to include (1) an initial Assessment, (2) subsequent Analysis,
and (3) development of Recommendations.
The objective of the project's Assessment phase is to determine the state of Year 2000 (Y2K)
readiness and prepare the infrastructure to repair non compliant components. This phase
includes the identification of components and the organizing of those components into an
inventory, Vendor and business partner communications strategy approaches will be
determined as well.
The Analysis phase involves the gathering of information that will determine the strategy and
tactics for the compliance effort. An analysis is completed to determine high level
requirements needed to evolve from the current state to the desired Year 2000 compliance.
The Recommendations phase of the project involves development of specific plans and
approaches to provide Cannel with guidelines and suggestions to be used during the Y2K
remediation effort. Also within the Recommendations phase, a division of responsibilities
and assignments will occur, which is a requirement for Remediation.
At this time, it is assumed that Whittman-Hart, in conjunction with Carmel staff, will jointly
conduct the inventory collection and assessment, assign the priorities, and assign risks.
It is recognized that the needs, including deliverables, of Carmel may change as this project
professes and new information is discovered It is Whittman-Hart's commitment to make
every effort to accommodate those changes within the scope and activities of this proposal.
Whittman-Hart anticipates providing the following services.
Prepared by Whittman-Hart, Inc. Page 3
Confidential Material: No part of this proposal may be reproduced without permission J?om Whittman-HarL
City of Carmel
1. Assessment
· Perform a joint Year 2000 planning session
· Detailed review of existing documentation, if any
· Organize and validate the component inventory
~ Hardware - Technology Platforms, Embedded Chips
~ Other "Hardware" - e.g. Clocks, Vaults, Security Systems
~ Software - System and Application
~ Interfaces - Data Exchanges, Regulatory Agencies
~ External Agents
· Identification and documentation of current issues and concerns
· Identification and documentaf~on of needs
Year 2000 Assessment Project
2. Analysis
· PrioritiZation and documentation of components
· Sizing of the in house systems remediation effort
· Analysis of the overall remediation and implementation effort
· Identification of Value Add improvement opportunities
· Review of the City of Cannel compliance effort and scoping
3. Recommendations
· Determine, develop, and document a high level strategy for Remedialion
· Determine, develop, and document a high level Remediation project plan
· Development of in house systems remedialion plan and resource sourcing
· Determine, develop, and document a Remediation preliminary budget estimate
· Determine, develop, and document a remedialion report
Prepared by Whittman-Hart, Inc. Page 4
Confidential Material.. No part of this proposal may be reproduced without permission from Whittman-Hart.
City of Carmel Year 2000 Assessment Project
Selected Services
Choose the services you need when you need them ....
The City of Cannel may choose the various Whittman-Hart services described in this
document as needed and customize the Whittman-Hart participation to fit Carmel's
requirements and needs. Whittman-Hart will present an initial Year 2000 Readiness /
Assessment sample project plan that illustrates a typical high-level plan to help achieve Year
2000 Readiness. It is understood that the primary current focus is Year 2000 compliance. In
this regard, Whiman-Hart is also available to assist the City of Cannel longer term in a
project management capacity, in compliance planning, providing remediation assistance,
spreadsheet analysis, remediating interfaces, and working with extemal agents and vendors.
Prepared by rFhittman-Hart, Inc. Page 5
Confidential Material: No part of this proposal may be reproduced without permission from Whittman-Hart
City of Carmd
Other Services
Year 2000 Assessment Project
Additional Whittman-Hart Services available to the City of Carmel ....
Other services available to Carmel, but not addressed specifically by this quote include:
· Application Development
· Year 2000 Project Management
· Lotus and Excel spreadsheet remediation
· External Agent and Vendor relations
· Systems architecture and capacity planning
· Remote Services
· Remote Technical Help Desk Support
· Telecommunications networking analysis and design
Prepared by Whittman-Hart, Inc. Page 6
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City of Carrnel
Definition Of Deliverables
Year 2000 Assessment Project
What the City of Carmel will receive ....
This section of our proposal is designed to provide you with an overview of the project
deliverables. The listing below represents the deliverables to be developed by Whittman-
Hart, Inc.
Documented overall Y2K assessment
· Documentation of Carmel's issues and needs
· Documented list ofprioritized components
· Documented unique requirements
· Documented value add opportunities
· Documented in house systems analysis report
· Documented high level strategy, project plan, and estimated preliminary budget
· Year 2000 information for reporting and review
Prepared by Whittman-Hart. Inc. Page 7
Confidential Material: No part of this proposal may be reproduced without permission from Whittman-Hart.
City of Carmel Year 2000 Assessment Project
Project Cost
Estimated Costs .....
Phase Effort (Hrs.) Low Estimate High Estimate
1. Assessment 39-68 $6,630 $11,560
2. Analysis 40-60 $6,800 $10,200
3. Recommendations 64-96 $10,880 $16,320
TOTALS: 143-224 $24,310.00 $38~080.00
As a professional serviees firm, Whittman-Hart works under a time and materials policy. Our
hourly billing rates vary based on the different experience of our consultants, but we
anticipate that the total fees for the Project, as defined in this proposal, would not exceed the
costs as noted above.
Our estimate is based on an effort that will span approximately 30 business days.
Prepared by Whittman-Hart, Inc. Page 8
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City of Carmel Year 2000 Assessment Project
Resources Assigned
Staffing considerations ....
Based upon the requirements of the project, the time frame expected, and the skills required
by the following work plan, Whittman-Hart anticipates the deployment of a Solutions
Strategy Consultant experienced in Year 2000 pla~'mg, a Technical Consultant, and a
Technical Writer, deployed as appropriate.
Prepared by Whittman-Hart, Inc. Page 9
Confidential Material: No part of this proposal may be reproduced without permission from Whittman-Hart.
City of Carmel
Year 2000 Assessment Project
Work Plan And Schedule Dates
Work Breakdown Structure ....
TASK W/H START FINISH CLIENT HRS.
EFFORT (approx.)
1. Assessment:
Conduct joint Year 2000 planning session 4-6 8/11/98 8/11/98
Organize internal Cannel staff for Y2k 1-4 8/11/98 8/11/98
compliance
Detailed review of existing documentation if 2-4 8/13/98 8/13/98
any
Organize and validate existing inventory 24-40 8/14/98 8/20/98
Identification and documentation of current 4-8 8/2 t/98 8/21/98
issues and concerns
Identification and documentation of needs 4-6 8/24/98 8/24/98
TOTALS.' 39-68
12 (3 People, 4 Hrs.)
1
40
4
4
2. Analysis:
Prioritize components 4 8/25/98 8/25/98
Sizing of In House Systems remediation effort 8-16 8/26/98 8/27/98
Analysis of the overall remediation and 16-24 8/28/98 8/31/98
implementation effort
Identification of Value Add improvement 4 9/1/98 9/1/98
opportunities
Determination of the Carmel compliance effort, 8-12 9/2/98 9/3/98
scoping
TOTALS: 40-60
4
4
0
0
0
3. Recommendations:
Develop and document a high level strategy 24-40 9/3/98 9/9/98
for remediation.
Determine and document a high-level 8-12 9/10/98 9/11/98
project plan.
Develop In House systems plan and 8-12 9/14/98 9/15/98
resource sourcing
Develop a preliminary budget estimate. 16-24 9/16/98 9/17/98
Develop a remediation report 8 9/21/98 9/22/98
TOTALS: 64-96
8
0
4
4
0
The above work plan and associated dates are dependent on the availability of the City of Carreel staff.
Should additional tasks be requested, or the scope change, these dates may require adjustment. This work
plan includes meetings, preparation time, documentation, and periodic reviews with Carmel management
and designated staff. The most significant time consuming tasks during the early stages of a readiness
/ assessment project are the inventory collection task, and developing the strategy based on that
inventory. The effort required to complete these tasks is directly dependent on the availability of Carmel
staff to assist Whiman-Hart, the current state of the collection process, and the physical number of
components.
Prepared by Whittman-Hart, Inc. Page 10
Confidential Material: No part of this proposal may be reproduced without permission from Whittman-Hart
City of Carmel
Measures Of Success
Year 2000 Assessment Project
How will the success of the project be measured.... ?
Phases 1-3 of the project will conclude with the delivery of a detailed inventory, Year 2000
impacted areas, and an estimate of the total effort to remediate the non-compliant components.
Carmel will be supplied with a high level Year 2000 project plan and a report that can be
shared with staff to illustrate status and progress to date.
Also within this project, Whittman-Hart will provide in house systems analysis and readiness.
Additionally, Whittman-Hart can provide other services as selected by the City of Carmel.
Prepared by Whittman-Hart, Inc. Page 11
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City of Carmel Year 2000 Assessment Project
Statement Of Understanding
Contract information ....
Whittman-Hart, Inc. understands the services being requested, and by the signing of the
signature line below, commits that the services and deliverables as outlined in this document
will be performed. If Cannel desires to change scope or alter the work plan as more
information is gathered, WhiRman-Hart will make every effort to accommodate those changes
assuming the availability of contracted hours.
Authorized Signature and Date
The local Whittman-Hart, Inc. Managing Partner is Mr. Jack Morrissey. Terry Spartz is an
Indianapolis based Partner.
Authorized Signamre'/f~~/~
Printed Name, Title: Terry Spartz. Partner
Prepared by Whittman-Hart. Inc. Page 12
Confidential Material.' No part of this proposal may be reproduced without permission from Whittman-Hart.
Cily of Carmel Year 2000 Assessment Project
Conclusion
Reasons for using Whittman-Hart,..
We understand that Whittman-Hart is not the only information technology Services
Company that can assist the City of Carmel.
So, then, why Whittman-HaH?
In a word--Understanding.
WhiRman-Hart consultants have extensive Project Management, Year 2000 Analysis,
and Systems Design experience, and understand how information technology can work
for you. Whittman-Hart's business focus is primarily in the business enterprises in the
small to middle market corporate range and has committed to understanding this
marketplace.
The local Indianapolis Whittrnan-Hart branch office has experience in multiple Year
2000 projects and is currently selectively engaged with multiple clients assisting them
with Year 2000 Readiness and Planning. Additionally, we have assisted nearly twenty
other clients with remediating applications.
Again, we thank you for giving us this opportunity to present Whittman-Hart's
approach to you. We sincerely hope that the contents of this document have addressed
your requirements.
We look forward to working with you.
Prepared by Whittman-Hart, Inc. Page 13
Confidential Material: No part of this proposal may be reproduced withoutpermission from Whittman-Hart.
APPROVED, AS TO
FORM BY:
MUNICIPAL CORPORATION RIDER TO COMPLIANCE 2000 AGREEMENT
This Municipal Corporation Rider to Compliance 2000 Agreement ("Rider") is entered into and
incorporated by reference to a Compliance 2000 Agreement (the "Agreement") dated the ~ day of
1998 (collectively the "Y2K Contract") between the City of Carmel, Indiana, acting by and through its
Board of Public Works and Safety ("Cannel") and Whittman-Hart, Inc. ("Vendor").
WITNESSETH in connection of their mutual undertakings contained in the Y2K Contract, Carreel
and the Vendor, agree as follows:
1. CONFLICTS. To the extent that any provision of this Rider and the Agreement conflict, this Rider
shall control the interpretation of this Y2K Contract, irregardless of paragraph 1.1 of the Agreement.
2. SERVICE. Professional services related to the identification and resolution of Year 2000 computer
hardware and software compliance issues as more specifically identified in the Agreement and Appendix A
to the Agreement.
3. TERM. This Y2K Contract shall be effective from the date on which the last party signs through the
end of the current calendar year and shall automatically renew for an additional term of one (1) calendar
year each, unless sooner terminated.
4. PRICE AND PAYMENT TERMS.
4.1.
The cost for the services to be provided shall be as stated in Appendix A to the Agreement. The
obligation of Cannel to pay any amounts due under the Y2K Contract shall constitute a current
expense of Carmel and shall not be construed as a debt of Carmel in contravention of any
applicable constitutional or statutory limitation or requirement concerning the creation of
indebtedness by Carmel, nor shall this Y2K Contract constitute a pledge of the general tax
revenues, funds or monies of Carmel.
4.2.
The Vendor will submit weekly invoices to Carreel for goods and/or services provided to Carmel
pursuant to the Y2K Contract during the time period encompassed by such invoice. Cannel shall
pay the Vendor all undisputed portions of invoices within thirty (30) days after the date of its
receipt of the same. If an undisputed portion of an invoice amount is not paid within thirty (30)
days of its receipt by Carmel, the Vendor shall so notify Cannel in writing. If all undisputed
portions of the invoice are not paid within five (5) business days after Carmel's receipt of such
written notice, a late charge equal to one and a half percent (1.5%) of the undisputed and unpaid
portion of the invoice may accrue and be immediately due and payable as a separate debt for each
month the undisputed and unpaid portion of the invoice remains unpaid.
4.3.
If an invoice amount is disputed, Cannel shall so notify the Vendor within thirty (30) days of its
receipt of the invoice. If such dispute is not resolved to Carmel's satisfaction within ten (10)
business days after notice of such dispute is sent by Carreel to the Vendor, Carmel shall pay such
disputed amount, under protest, into the City Court of Carreel, which Court shall hold such money
until notified of a resolution signed by both parties or the entry of a final court judgment.
5. GOVERNMENTAL COMPLIANCE.
5.1. The Vendor agrees to comply with all present and future Federal, state and local laws, Executive
Orders, rules, regulations, codes and ordinances which may be applicable to the Vendor' s
7
performance of its obligations under the Y2K Contract, and all provisions required thereby are
hereby incorporated herein by reference. The Vendor agrees to indemnify and hold harmless
Carmel from any losses, damages, costs, reasonable attorneys' fees and/or liabilities resulting
from any such violation of such laws, Orders, rules, regulations, codes or ordinances.
5.2.
The Vendor represents and warrants that it and its professionals, contractors, employees, outside
sources and other persons shall comply with all laws of the United States, the State of Indiana and
the City of Carmel prohibiting discrimination against any employee or applicant for employment
of subcontract work and/or in performance of any services contemplated by the Y2K Contract
with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly
or indirectly related to employment, subcontracting or work performance hereunder because of
race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or
Vietnam era veteran status. The City of Carmel reserves the right to collect a penalty as provided
in IC 5-16-6-1 for any person so discriminated against.
6. SEVERABILITY. If any term of the Agreement or this Rider is invalid or unenforceable under any
statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or
deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule,
and the remaining provisions of this Agreement and this Rider shall remain in full force and effect.
IN WITNESS HEREOF, the parties execute this Rider to Compliance 2000 Agreement.
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety.
BY:
am s
Billy~
~nlB ke, Member '~ --/X"-
Date
/alker, Member Date
Diana Cordray, Clerk-Tre Date
WHITTMAN-HART, INC.
311 South Wacker Drive, Suite 3500
Chicago, Illinois 60606
Signature Date
Title: C '~. C~.
":' CityofCarmel
July 16, 1998
Aaron Schamp
Whithnan-Hart, Inc.
9449 Priority Way West Drive
Indianapolis, Indiana 46240
Mr. Schamp:
On July 15, 1998, the Board of Public Works and Safety approved a contract to do business with
your company. Enclosed is a copy of the signed agreement.
Please review the enclosed sample invoice. You do not need to use this specific form, but we do
require that you submit all information requested on the sample in a similar layout. This format
replaces any other form previously used by the City and is effective upon approval of your
contract.
Please call Clerk-Treasurer Diana Cordray at 571-2414 if you have any questions.
We look forward to working with you.
Sincerely,
Rebecca L. Martin
Deputy Clerk
C~, dept
ONE CIVIC SQUARE CARMEL. INDIANA 46032 317/571
April 14, 2000
City of Carmel
Deborah Polise, Office Manager
marchFIRST, Inc. (formerly Whittman Hart)
9449 Priority Way West Drive
Indianapolis, IN 46240
RE: Additional Services # 2, Per Contract #0715.98.04
Dear Ms. Polise:
As was discussed with Terry Crockett, the City of Carmel is requesting additional professional
services from marchFIRST, Inc. Pursuant to our current contract with marchFIRST, Contract
#0715.98.04, he requested and received from you the proposed scope of services and fee
estimates for the following work tasks:
Additional Services #2 - Outlook Web Access Installation
The scope of work is outlined in the City of Carreel Engagement Definition Agreement dated
March 24, 2000, for Outlook Web Access Installation.
Fee total not to exceed $ 4,000.00 (taxes are not applicable to this governmental agency) to
be billed directly to City of Camel, ATTN: Terry Crockett.
I hereby approve this additional services estimate, and grant you the Notice to Proceed.
Be advised that you are to bill for this work on a separate invoice and reference the original
contract number and/or the additional services number where applicable. Thank you for your
continued service to the City of Carreel.
Sincerely,
Director of Administration
Cc;
Joseph C. Staehler, Director of Administration
Terry Crockett, Director of IS
Diana Cordray, Clerk-Treasurer
Jim Graham, marchFIRST, Inc.
ONE CIVIC SQUARE CARMEL, INDIANA 46032 M7/571-2400
City of Carmel
September 15, 2000
' Niki Snyder, Contracts Administrator
· marchFIRST, Inc.
/)9449 Priority Way West Drive
Indianapolis, IN 46240
RE: Additional Services # 3, Per Contract #0715.98.04
Dear Ms. Snyder:
As was discussed with Terry Crockett, the City of Carreel is requesting additional
professional services from marchFIRST, Inc. Pursuant to our current contract with
marchFIRST, Contract #0715.98.04, he requested and received from you the proposed
scope of services and fee estimates for the following work tasks:
Additional Services #3 - Exchange Server Build
The scope of work is outlined in the marchFIRST Statement of Work, Project Name:
City of Carmel Exchange Server Build, Install and Documentation.
Fee total not to exceed $ 3,600.00 (taxes are not applicable to this governmental
agency) to be billed directly to City of Carmel, ATTN: Terry Crockett.
I hereby approve this additional services estimate, and grant you the Notice to Proceed.
Be advised that you are to bill for this work on a separate invoice and reference the
original contract number and/or the additional services number where applicable. Thank
you for your continued service to the City of Carmel.
Sincerely,
Joseph C. Staehler
Director of Administration
Cc:
Terry Crockett, Director of IS
Diana Cordray, Clerk-Treasurer
JeffDahltorp, marchFIRST, Inc.
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571-2400