AGENDA ITEM FORM - Des Moines Water Works€¦ · AGENDA ITEM FORM. SUBJECT: Request Authorization for the CEO and General Manager to Execute Agreement for Professional Services for

Agenda Item No. ______________

DES MOINES WATER WORKS Meeting Date: June 24, 2014 Board of Water Works Trustees Chairperson’s Signature Yes No

AGENDA ITEM FORM SUBJECT: Request Authorization for the CEO and General Manager to Execute Agreement for Professional Services for Enterprise Asset Management Integration SUMMARY: The scope of the project has been significantly modified to include energy management and exclude Customer Service. With the energy management addition, DMWW will be among the first water utilities in the nation to achieve ISO 50001 and Department of Energy Superior Energy Performance Certifications. For this reason, DMWW’s service agreement with Woolpert, Inc. has been canceled and the project reset. Asynerlytics, LLC and Stratum Consulting Partners have been chosen to carry forward from this point. Master Consulting Services Agreements have been reviewed and approved by legal counsel and are attached along with each consultant’s detailed Scope of Services and Statement of Work.

I am requesting DMWW execute a Master Consulting Services Agreement with Asynerlytics, LLC in the amount of $349,200 and a Master Consulting Services Agreement with Stratum Consulting Partners, Inc. in the amount of $538,380. FISCAL IMPACT: The EAM budget has a balance of $1.56 million for external costs. The two agreements total $887,580, leaving a $672,000 surplus. Our desire is to use any surplus to investigate/procure an upgraded solution for Customer Service. Potential grant funding may increase the surplus. RECOMMENDED ACTION: Authorize the CEO and General Manager to execute the Master Consulting Services Agreements with Asynerlytics, LLC and Stratum Consulting Partners, Inc. and approve Purchase Orders for $349,200 and $535,380 respectively. BOARD REQUIRED ACTION: Motion to authorize the CEO and General Manager to execute the Master Consulting Services Agreements with Asynerlytics, LLC and Stratum Consulting Partners, Inc. and approve Purchase Orders for $349,200 and $535,380 respectively. ______________________/______ Douglas Oscarson (date) EAM Project Manager

_______________________/______ (date)

__________________________/______ William G. Stowe (date) CEO and General Manager

Attachments: A - Asynerlytics, LLC Scope of Work B - Asynerlytics, LLC Statement of Work C - Asynerlytics, LLC Master Consulting Services Agreement D - Stratum Consulting Partners, Inc. Scope of Work E - Stratum Consulting Partners, Inc. Statement of Work F - Stratum Consulting Partners, Inc. Master Consulting Services Agreement

1 Budgetary Quote for The Des Moines Water Works Proprietary and Confidential

Asynerlytics Shaping the future of Energy through Innovation

Infor Global Solutions Elite Partner - Infor Software Products Specialist

M2P Integration Advisory Consulting Services

The Public Sector Specialist

A Minority Managed Company

Budgetary Quote To

es oines ater orks Bill Stowe, CEO & General Manager

2201 George Flagg Parkway Des Moines, IA. 50321

Date: June 3, 2014

Prepared by: Bill Miller, CEO

[email protected]

mailto:[email protected]


This budgetary quote is valid for 90 days from issue date.

Des Moines Water Works – Service Quote * Recommended implementation effort based on Enterprise Solutions Essentials Methodology

Asynerlytics is pleased to provide The Des Moines Water Works (DMWW) with this budgetary quote for services to implement their Enterprise solutions. Asynerlytics is uniquely qualified to provide these services as we offer our customers experienced professionals and implementation partners of proven domain experts who are well-qualified to support the complete Infor offering of solutions and technologies. We back our work with the best-practices developed from years of experience, along with the tools and materials to maximize The Des Moines Water Works return on investment.

Project Overview and Approach

Implementation Overview

Asynerlytics Implementation procedure is a framework for a smooth, fast, and accurate deployment of enterprise solutions. It is a proven, disciplined, organized procedure that is repeatable from customer to customer. This practice provides a framework for every project and is based on years of refining and improving the steps and procedures that constitute implementation best practices. Procedure Overview

The Principles and Techniques used for controlling projects are based on Onestop Project Management Innovation (OPMI) approach. The primary objectives of this implementation approach are:

• Improve and standardize the services and level of service offered to Des Moines Water Works and to its end-users.

• Provide a structured methodology to guide a successful implementation. Delivering Success in Enterprise Solutions to the Des Moines Water Works

• To implement the application in a reasonable amount of time without jeopardizing quality and minimizing the implementation risks

• To lower the total cost of implementation through the high utilization of DMWW resources and limiting customizations to the software

• To provide project visibility to both DMWW and Asynerlytics

The Implementation Methodology is designed to promote a close partnership between DMWW and Asynerlytics so that a successful project will be delivered. The methodology clarifies the roles and responsibilities of both parties during the engagement of the implementation project. The methodology is


open and transparent to ensure customers can drive or participate as much as they are capable to do to implement enterprise solutions. It is in our interest to foresee how DMWW will be able to manage the implemented solutions after the implementation is complete. Formal transition and support is organized. On top of this it is possible to position Application Management Services for continuous support to promote optimal use of the functionality in the system. Procedure Phases

The Asynerlytics delivery process is the cornerstone to a successful implementation of the Enterprise Solutions Management product lines. Our procedure is a six step process designed to logically scope, define, design, develop, and implement the Enterprise Solutions software’s and to ensure the implementation is an immediate and on-going success.

The Asynerlytics Implementation procedure consists of six logical phases that are designed to promote user acceptance, technology compatibility, and knowledge transfer. Prior to the 6 phases there is a business development stage to define clearly the business objectives. The 6 phases are followed by a Preliminary and Post implementation Assessment to review if the objectives are met and if the client is ready to improve his business case. The six phases of this methodology include: Phase 1: Initiate - The foundation is laid for a successful project execution. The appointed Asynerlytics Project Advisor develops the project scope and project management guidelines, conducts the preliminary risk assessment, and clearly defines the partnership between Asynerlytics and the DMWW. The project advisor stays in contact with DMWW from project kick-off until the complete solution is delivered to their satisfaction. Phase 2: Design - In order to design the Blueprint for the customer’s business case, training is conducted on the enterprise solutions and information is collected about the customer’s current environment. This is followed by the Readiness Review for delivery that verifies what Asynerlytics is able to deliver. Phase 3: Build - The system is actually built and serves as the foundation for the final testing and data migration. Phase 4: Deploy - A completely tested and prototype solution is ready to be deployed. The end-users are trained and a test run is conducted. The Readiness Review for Go-Live requires executive approval from Bill Stowe, CEO & General Manager. Phase 5: Closure - The end product/solution is formally transitioned to the customer and other enterprise departments such as Infor Global Support & Asynerlytics for ongoing product support and maintenance. Phase 6: Post implementation Assessment - Assessment that is executed 3-6 months after the implementation to measure if the business objectives are reached and the implemented solution will benefit DMWW. It also identifies future opportunities for further business or operational improvements. The outcome of this assessment – which is normally conducted by the Professional Contractual Services of Asynerlytics, LLC – is shared with the IT Manager in order to plan future activities to keep DMWW a lifelong satisfied customer. Once an order has been placed with Asynerlytics, and assessment completed and the project plan finalized and accepted, the right people will be scheduled to the DMWW project. This is a collaborative process.


The project plan is optimized to account for DMWW concerns and the availability of Asynerlytics resources.

Implementation Requirements

Asynerlytics Response: For every type of industry and facility, Asynerlytics has effectively designed and implemented enterprise solutions systems. Asynerlytics knows what it takes for a successful implementation: team-building, good communication and a firm commitment to client satisfaction, and that is why they employ dedicated system experts specializing in effective client liaison, project organization, and personnel deployment. Asynerlytics consists of trained professionals whose entire focus is to track and monitor progress throughout the entire project. Asynerlytics selects only the top of their class implementation specialist with technical knowledge on (integration, product development, and functionality), organization, and communication skills.

William (Bill) C. Miller, Jr. 7845 SE 9th Ave. Pleasant Hill, IA. 50327

Phone: 515.421.7892 Cell: 515.208.0669

E-mail: [email protected]

Objective To utilize my accumulated knowledge, experience and skills to make a direct contribution to the identified enterprise solution objectives of increasing labor productivity, reducing maintenance cost, improving equipment reliability and extending equipment life cycles in a challenging and professional capacity for the purpose of achieving the goals and objectives established by the appointed Leaders of Public Sector service industry. This is accomplished by coordinating key scheduling activities with other teams, successful implementation of Maintenance Best Practices, developing charts and graphs for trending and forecasting, and insuring enterprise solutions data integrity.

Education

. Computer Technology, DM Technical High School, Des Moines, IA.

. Operations of a Water/Waste Water Treatment Facility, California State University School of Engineering, Sacramento, CA . Advanced Operations of a Water/Wastewater Treatment Facility, California State University School of Engineering, Sacramento, CA


. Computerized Maintenance Management, University of Wisconsin School of Engineering

. Maintenance Management Certified, University of Wisconsin School of Engineering

. Reliability Manager Certified, Clemson University Engineering, Greenville, SC

. Reliability Engineering Certified, Clemson University Engineering, Greenville, SC

. Operation of WWTP and Advanced WWT from Sacramento School of Engineering

. Conception Seminary College and Benedictine Monastery, Conception, MO. Professional History

. Firestone Tire and Rubber Co - Millwright Journeyman

. Massey Ferguson Tractor Co - Millwright Journeyman

. MidAmerican Energy - Senior Engineering Technician

. Titan Tire Co - Production & Maintenance Supervisor

. Des Moines Metropolitan Wastewater Reclamation Authority (DMMWRA) – Plant Operator

. DMMWRA – Maintenance Coordinator

. DMMWRA – Enterprise Applications & Mobile Administrator

. DMMWRA - Risk & Reliability Divisional Manager

Experience and Training

. Iowa Grade II Wastewater License

. MS SQL, MS Desktop, PC and Laptop Maintenance

. MS Office: Word, Excel, Projects, Visio, PowerPoint, Outlook and WebEx Programs

. Crystal and Advanced Crystal Reports

. Millwright Journeyman

. CMMS/EAM/ASE Programs Administrator for GpMaTe, Datastream MP2 & Infor EAM

. CMMS/EAM/ASE IT Tech Support and Helpdesk

. ICS/NIMS Incident Commander

. Certified Grant Writer

. Certificate of Continuous Quality Improvement

. Dale Carnegie Public Speaking

. Experienced developing efficiency and performance indicator reports, charts and graphs used for trending and forecasting departmental measurements

. Fleet Manager, budgeting, procurement and replacement of all vehicle inventories at the WRA

. Operations Support Manager at the DMMWRA

. Buildings Services Manager at the DMMWRA Memberships & Accomplishments

. IAWEA – Iowa Water Environment Federation

. WEF – Water Environment Federation

. IWPCA Iowa Water and Pollution Control Board Member

. Plant Services Magazine Advisory Board

. Water – Wastewater CIO Technology Board


. Infor Global Solutions User Advisory Board

. Advisor and Member of the Johnson Controls Building Efficiency Committee

. Advisor to the LNS Research Global Quality Advisory Council

. Society of Maintenance Reliability Professionals

Bill Miller was involved with the University of Wisconsin School of Engineering TE2AM initiative to develop an outline for the (PAS 55) 55000 Asset Management & 50001 Energy Management ISO standards commissioned by the U.S Department of Energy, and was appointed as a stakeholder by the Iowa Governor’s office, to the National Governors Association Policy Academy, where he was involved in developing the Terms & Conditions for the Private and Public Sectors in qualifying for Combined Heat and Power (CHP) Grant funding. The Infor EAM program Bill implemented at the Des Moines Metropolitan Wastewater Reclamation Authority has won 3 - Global Awards, 2 - National Awards and 1 - State Award.

Bill is a member of; The Infor Global Solution User Advisory Board, The Johnson Controls Building Efficiency Committee, The Iowa Water & Environment Association Board, Advisor to the LNS Research Global Quality Advisory Council, The Water/Wastewater CIO Technology Board, Plant Services Magazine Advisory Board and is a member of the Water Environment Federation, Iowa Water and Pollution Control Association and Society of Maintenance Reliability and Professionals.

Final Comments

My work experience has taught me responsibility, organization and team membership skills, and it has given me a solid perspective on the fundamentals of best practices, system applications, operational processes, work flows and business practices. I have exceptional administrative skills in communications, problem solving, project planning and people interaction. As a result of these skills, I am able to confidently build professional relationships and motivate others to become team players, I work well with both the individuals I answer too and fellow team members. I am a consistent and determined individual who will prove to be a valuable investment asset to any Public Sector industry.

http://asynerlytics.com/ https://twitter.com/Bill_Miller_CMM www.linkedin.com/pub/bill-miller-cmm-mmc-tgci/40/756/b3

http://asynerlytics.com/

https://twitter.com/Bill_Miller_CMM

http://www.linkedin.com/pub/bill-miller-cmm-mmc-tgci/40/756/b3


Aaron M. Greiner 423 56th Street

Des Moines, Iowa 50312 (515) 262-4187

Email: [email protected] LinkedIn: http://www.linkedin.com/in/aaronmgreiner

Summary Well rounded customer centric driven large picture viewer with attention to the small details Education 2003 Iowa State University, Master of Arts, Anthropology

Master’s Thesis: Geographic Information System [GIS] modeling to predict potential Great Oasis site locations in Iowa: An evaluation of three models using logistic regression.

1997 Iowa State University, Bachelor of Science, Anthropology 1997 Iowa State University, Bachelor of Science, Journalism and Mass Communication Minor: English Knowledge/Skills Geographic Information Systems ArcGIS Desktop ArcSDE/SQL Database ArcGIS Server

GeoMedia Microstation Trimble GPS

Other Software Adobe Acrobat Adobe Photoshop Adobe Illustrator Adobe GoLive Adobe Pagemaker Adobe Lightroom MS Office Quark Xpress Quickbooks SQL dbQuikedit Windows and Macintosh operating systems

Photography

Digital and film photography and image manipulation, 35 mm and medium format, using Hasselblad and Nikon equipment, lighting setups in studio and on location, black and white film development and printing, color E6 development.

Professional Experience 09/08-Current CITY OF DES MOINES,

INFORMATION TECHNOLOGY

http://www.linkedin.com/in/aaronmgreiner


GIS Analyst • Data modeling and development • SQL database maintenance and enterprise database administration • Replicated SQL database administration • ArcGIS Server environment administration, web service and application

development • Data integration between enterprise databases and applications • End user support, user problem solving and analysis • End user application evaluation, recommendation and support • Support gis applications and3rd party GIS applications for both the

desktop and web environments • Mobile data collection support using ArcPad • Coordination and integration of data from RGIS partners into a

standardized dataset of feature classes and basemap • Develop data editing guidelines in the form of business rules and a

standard data model to promote quality and useful data and information • Develop and maintain data quality standards through a qc process of

checks and reporting of issues back to data maintainers for improvement • Maintain data quality standards for the enterprise databases. •

Duties: Maintain enterprise SQL geodatabases, model datasets for applications and user needs , data quality, coordinate data collaboration between Regional GIS Partners for a common dataset and map in a replicated database environment, GIS data integration between multiple legacy software systems including Tidemark, HEAT CCRS, Infor, Lucity, Crime View and Intergraph E911 databases and software, technical support for GIS users, support ArcGIS Server applications and solutions, support all aspects of the City’s enterprise GIS.

02/07-09/08 CITY OF WEST DES MOINES,

INFORMATION TECHNOLOGY SERVICES GIS Analyst Duties: Maintain City centerline files and Westcom street geofile in the Computer Aided Dispatch (CAD) system, manage all geographic data utilized in Westcom GIS applications, coordinate data updates and extracts with Westcom Cities to the Des Moines ERS database, provide support to GIS users, assisting in tasks and resolving problems related to GIS applications, perform complex data analysis, maintain current GIS applications and related databases and make recommendations for enhancements and system improvements, research and analyze GIS needs for the City and Westcom/public safety departments

01/05-02/07 IOWA DEPARTMENT OF TRANSPORTATION, OFFICE OF TRANSPORTATION DATA

Program Planner Duties: Maintain the secondary road centerline and data in the Geographic Information Management System (GIMS) and the Linear Referencing System (LRS) for Iowa which resides in an Oracle database using GeoMedia and Microstation, compile statistical data for the annual Secondary Roads Report using MS Access and SQL, work with county engineers to maintain accurate,


complete data, Maintain the Highway and Transportation maps in CAD format for the secondary road system in each of Iowa’s 99 counties

05/97-01/07 DAVITT PHOTO ALLIANCE

Staff Photographer/Office Manager Duties: Commercial, political and traditional photography, newspaper and magazine photography, studio and location lighting setups, project planning and arranging with clients and subjects, visualizing and communicating client photography needs, assignment of work to contract photographers, photo editing, image processing and production, photo database management, office management

06/04-12/04 DALLAS COUNTY GIS DEPARTMENT

Internship Duties: Rural Zoning district data and map creation, creation of voting location and precinct maps for general election, parcel map scanning for online access

08/01-05/03 IOWA STATE UNIVERSITY ARCHAEOLOGICAL LABORATORY Research Assistant/Field Crew Member

Duties: GIS data creation, GPS data collection, Phase I and II CRM projects, report writing, management of federal repository, curation, cartography, supervision of field crews and volunteer staff, design and construction of artifact displays and exhibits, photography of artifacts

08/02-05/03 IOWA STATE UNIVERSITY DEPARTMENT OF ANTHROPOLOGY Teaching Assistant

Duties: Developing and teaching undergraduate lab classes for Archaeology and Biological Anthropology classes, assisting students with class work, created lesson plans, administered examinations, and graded students

Professional Academic Positions 2002-2003 Research Assistant, Iowa State University Archaeological Laboratory, Iowa State

University. 2002-2003 Teaching Assistant, Anthropology 307 (Biological Anthropology), Anthropology 308

(Archaeology), Department of Anthropology, Iowa State University. 2002 Research Assistant, (Exhibit design, management, and curation), Department of

Anthropology, Iowa State University. Courses Taught 2002 Introduction to Black and White Photography, The Workspace, Iowa State University

Memorial Union. Conference Papers 2004 Archaeology Begins at Home: Rescue of Remains from a Professor’s House and College

Creamery on the Iowa State University Campus (with David M. Gradwohl). Poster/paper presented at the 37th Annual Conference on Historical and Underwater Archaeology in St. Louis, Missouri.


2002 Preliminary Interpretation of a (GIS) Predictive Model for Great Oasis Site Locations in Iowa. Poster/paper presented at the 60th Plains Conference in Oklahoma City, Oklahoma.

2002 Archaeology Begins at Home: Rescue of Remains from a Professor’s House and College Creamery on the Iowa State University Campus (with David M. Gradwohl). Poster/paper presented at the 60th Plains Conference in Oklahoma City, Oklahoma.

Archaeological Experience 2002 Phase I Excavations at Site 13BN103, Boone County, Iowa. Graduate Supervisor for the

ISU Undergraduate Anthropology 308 Class. 2001 Phase II Excavations at the 4-H Education and Natural Resource Center at Site 13BN392,

Boone County, Iowa. Graduate Supervisor for the ISU Undergraduate Anthropology 308 Class.

2001 Phase II Excavations at the 4-H Education and Natural Resource Center Archaeological Field School for Youth at Site 13BN343, Boone County, Iowa. Assistant to the Office of the State Archaeologist

2001 Phase II Public Archaeology Excavation as a volunteer public archaeology participant at site 13DA264, Dallas County, Iowa.

1996-97 Archaeology Field School and excavations in Nicaragua. Publications and Reports 2003 Phase I Archaeological Survey for the Proposed Bridge B-8 (FM-CO64(75)--55-64)

Replacement, Section 28, T85N-R18W, Marshall County, Iowa (with Benjamin J. Hoksbergen). Iowa State University Archaeological Laboratory Project Report No. 49., Department of Anthropology, Iowa State University, Ames, Iowa.

2003 Phase I Archaeological Survey for the Proposed Bridge H-8 (BROS-CO64(73)--8J-64) Replacement, Sections 5 and 8, T84N-R17W, Marshall County, Iowa (with Benjamin J. Hoksbergen). Iowa State University Archaeological Laboratory Project Report No. 48., Department of Anthropology, Iowa State University, Ames, Iowa.

2003 Phase I Archaeological Survey for the Proposed Bridge G-3 (L-G3(03)—73-64) Replacement, Sections 5 and 8, T84N-R18W, Marshall County, Iowa (with Benjamin J. Hoksbergen). Iowa State University Archaeological Laboratory Project Report No. 47., Department of Anthropology, Iowa State University, Ames, Iowa.

2002 Phase I Archaeological Survey for the Proposed Bridge O-14 (L-014(03)—73-64) Replacement, Section 23, T82N-R18W, Marshall County, Iowa (with Adam J. Meseke). Iowa State University Archaeological Laboratory Project Report No. 39., Department of Anthropology, Iowa State University, Ames, Iowa.

2002 Phase I Archaeological Survey for the Proposed Bridge I-9 (BROS-CO64(71)—8J-64) Replacement, Sections 4 and 9, T83N-R17W, Marshall County, Iowa. (with Adam J. Meseke). Iowa State University Archaeological Laboratory Project Report No. 38., Department of Anthropology, Iowa State University, Ames, Iowa.

2002 Phase I Archaeological Survey for a Drainage Ditch Relocation, Project L-FM-CO40()—73-40, Section 33, T87N-R25W, Hamilton County, Iowa. (with Adam J. Meseke and Joseph A. Tiffany). Iowa State University Archaeological Laboratory Project Report No. 33., Department of Anthropology, Iowa State University, Ames, Iowa.

2002 Phase I Archaeological Investigations of the Proposed Campgrounds Safe Shelter, Iowa State Fair, Section 6 , T87N-R23W, Polk County, Iowa. (with Adam J. Meseke and Joseph A. Tiffany). Iowa State University Archaeological Laboratory Project Report No. 32., Department of Anthropology, Iowa State University, Ames, Iowa.


2001 Phase I Archaeological Survey for Ogden Storm Sewer Improvements, Section T83N-R27W, City of Ogden, Boone County, Iowa. (with Adam J. Meseke, Charles K. Benton and Joseph A. Tiffany). Archaeological Survey Short Report Form. Iowa State University Archaeological Laboratory Project Report, Iowa State University, Ames, Iowa.

1996 Análisis químicos de una muestra de cerámica y de obsidiana (with Eloise Eilert, Justin Kehoe). Abundante Cooperación Vecinal: La Segunda Temporada del Proyecto “Arqueología de la Zona Metropolitana de Managua.” Edited by Frederick W. Lange.

Professional Affiliations Iowa Archeological Society, 2000- Present Central Iowa ArcUser Organization (CIAO) 2007-Present Iowa Geographic Information Council (IGIC) 2007-Present Grants 2002 Professional Advancement Grant, Iowa State University. _____________________________________________________________________________________

KEY RESOURCE INFORMATION Mr. Roderick (Rod) Ellsworth Rod Ellsworth has over 30 years of energy and enterprise asset management experience. Prior to founding Asset Sustainability @ Work LLC Rod was Vice President of Global Asset Sustainability at Infor. Rod architected and led the development of Infor’s global asset sustainability solution, having lead the convergence of the energy and asset management markets, “Global Asset Sustainability”. Prior to Infor Rod was the lead architect of Florida Power & Light Co.'s Nuclear Information Management System which was manifested in Indus' PassPort Software Solutions and ultimately adopted by over 70% of the nuclear energy capacity in the United States. Subsequent to Florida Power & Light he continued in senior management roles in the commercial software industry prior to joining Infor.

Rod founded Asset Sustainability @ Work LLC to enable business transformation with organizations having a focus on promoting energy conservation and sustainability by delivering the financial and physical controls for an enterprise to be in full control of their energy consumption, and the asset and operating infrastructure that underpins them. Rod holds an undergraduate degree in Mathematics and a post graduate Fellowship in Applied Statistics. Rod is 61 and serves as the firm’s President and Chief Executive Officer. Direct responsibilities include: Mr. Mark Adams

Mark Adams has over 15 years of commercial software application development and technical resource management experience. Prior to joining Asset Sustainability @ Work LLC Mark was Director of Technical Services and Quality Assurance at several commercial software companies (Infor/Datastream and Customer Effective Solutions) as well as the principal at Enterprise Software Solutions, Inc. supporting such companies as Pfizer, Morgan AM&T, and Pioneer Resources.


Mark has a comprehensive working knowledge of commercial software product design and the underlying architectural technologies, software, and database and server platforms. Mark’s product management experience includes directing the development of Infor’s Microsoft SQL server version of Datastream 7i Enterprise Asset management application which included the internationalization of the product. Mark also directed the development of XM-based Enterprise Application Integration Tool Set, Webmethods integration software and, the Customer technical integration resources.

Mark holds an undergraduate degree in Computer Science. Mark is 39 and serves as the firm’s Vice President Operations. _____________________________________________________________________________________ The project team is selected by Bill Miller and includes individuals with experience managing multi-faceted projects for numerous types of industries. Each client is assigned a dedicated point of contact during the course of the project. Bill Miller: ♦ Allocates Asynerlytics resources to the project. ♦ Advises the project team through to completion. ♦ Provides a single point of contact between the client and Asynerlytics on all issues. ♦ Ensures the agreed upon project deliverables are produced and issues resolved. ♦ Coordinates tasks between Asynerlytics and DMWW. ♦ Informs the client of project status on a regular basis with special emphasis on changes in scope,

schedule, and budget. Asynerlytics implements enterprise solution management systems around each client's individual operating environment. Asynerlytics employs a unique understanding of technical systems coupled with a practical knowledge of the best maintenance practices. An integral part of Asynerlytics includes a systematic, phased process with solution-oriented procedures. Asynerlytics begin with planning and conclude with a final review to assess actual performance against objectives. As a project methodology, Asynerlytics utilizes a phased approach to deliver a successful implementation by: ♦ Communicating, setting, and meeting expectations ♦ Accepting deliverables ♦ Focusing on time and budget requirements ♦ Training

Asynerlytics: Selected training descriptions Core Team Training Core team training is one of the more important tasks undertaken in the

implementation, as it serves to introduce, at a high level, the customer’s core team of personnel to the specific operation of the enterprise solution products. This training is focused on the customer’s existing processes as made available during the Initial Business Process Review. The modules applicable to the customer implementation are covered here and the deliverable is a team empowered to make informed


Selected training descriptions decisions in upcoming project steps. This training is for exposure only and not meant to completely train users on all system aspects.

End User Training Curriculum Development

If the customer has chosen the "Train the Trainer" approach, the training leads are trained by the Asynerlytics Application Consultant.

End User Training This task extends necessary training to end users of the system. End user

training can be scheduled so that specific user groups (i.e., admin groups, work groups, purchasing groups) can be trained together at specified times if full system exposure is not needed. Asynerlytics works with the customer personnel to identify what type of training program is required. The deliverable from this task is trained end users as identified by the customer team. Asynerlytics recommends limiting training sessions to 10 people or less.

Support

During implementation, established procedures are in place to facilitate problem reporting and resolution. The implementation process at Asynerlytics is progressive, and centered on client satisfaction during all phases of the implementation. The Technical Support team and the Technical Support processes and procedures will be introduced over the course of implementation.

♦ Requirements for Des Moines Water Works provided assistance

Listed below are the personnel recommended by Asynerlytics to be involved with the implementation process. Also listed are general expectations for the level of commitment required for each phase of the project. Dedicated Client Project Manager 90-95% dedication for duration of project – This individual must also be empowered to make decisions on behalf of Client concerning budget, strategies, and resources. This person may also serve as divisional project manager or leader. Core Project Team Members 25-30% dedication – Key representatives for the different operating groups (Maintenance, Purchasing, Inventory, Finance, etc…). The team members would be involved in almost all phases of the project and would participate in the implementation decision making process. Level of required involvement will vary by phase. IS Support


20-30% dedication – Will be responsible for any technical applications including mobile, barcoding, and interfaces as well as network and database administration. Support Requirement would be limited to connectivity issues if hosting services were contracted. Vendor and Product Information.

Vendor Information Home office address, local office address, contact name and contact number.

Response: Asynerlytics, LLC 7845 SE 9th Ave Pleasant Hill, IA. 50327-8027 Marty or Bill Miller Ofc. (515) 421-7892 or Cell/Marty (515) 975-3754 or Cell/Bill (515) 208-0669

Legal status of Vendor; Individual, Partnership, Corporation, Other. Please describe any change in legal status over the past three years and the reason for the change.

Response: Iowa Limited Liability Corporation.

Vendor must provide; firm start date and length of time in business as a computerized enterprise solutions provider.

Response: Nov 21, 2013

Vendor must provide; # of employees, locations, and how the employee community is distributed by number of people in the following areas; sales/marketing, development, company management, project management, permanent programmers, contract programmers, training/documentation and administration.

Response: 2 Employees and 19 Contractual Employees, several of which are Grade 2 thru 4 DNR Water/Wastewater Operator Certified. Marty Miller, President of Asynerlytics, Company Management and Administration Bill Miller, CEO of Asynerlytics, Sales/Marketing, Development, Project Management, Assessments, Proposals, Grant Writer and Training.

Client References;

Patrick Miller, Director Director of Public Works City of Council Bluffs 209 Pearl Street Council Bluffs, IA 51503 [email protected] 712-328-4672 Cindy Goodburn, CIO



Business Services Administrator Littleton/Englewood Wastewater Treatment Plant 2900 S. Platte River Dr. Englewood, CO 80110 [email protected] 303-762-2617 Royce Hammitt, Assist. Director

Des Moines Metropolitan Wastewater Reclamation Authority 3000 Vandalia Rd. Des Moines, IA. 50317 [email protected] 515-323-8001 Rod Ellsworth, CEO & Nuclear Engineer Motors@Work 24 Kershaw Ct. Greenville, SC 29607 http://www.motorsatwork.com D. 864-297-0211 Please contact Asynerlytics, LLC for any additional references Cost Proposal

Project Notes: The first phase of this project is evaluating data migration requirements into the

new enterprise solutions application. The primary data upload templates will be provided by DMWW.

All transactional history will be read-only but enterprise solution end-user accessible.

The implementation of the enterprise solutions will follow our Essentials methodology, which is intended to help customers go live in the solutions system quickly and efficiently through pre-configurations and a focus on the core functions of enterprise applications.

Additional migration details or training information are available on request and will be part of ongoing discussions prior to a Statement of Work.

Note: This budgetary quote is valid for 90 days from issue date.

DMWW Enterprise Solutions Service Quote – Scope of Services

ENERGY OVERVIEW & APPROACH Des Moines Water Works (DMWW) has chosen to adopt Infor’s Enterprise Asset Management


tel:303-762-2617


http://www.motorsatwork.com/


(EAM) Asset Sustainability system to support the Fleur Drive Treatment Process, McMullen Water Treatment Process, and Saylorville Water Treatment Process facilities life-cycle asset management requirements. In accordance with the DMWW innovation core value; “We encourage employees to challenge traditional approaches, develop best in class practices,

and seek opportunities to apply emerging technologies” This Asset Sustainability @ Work LLC proposal brings together the right combination of innovative software, technical, business, and change management expertise to ensure success DMWW. Asset Sustainability @ Work LLC will implement a comprehensive motor management solution for DMWW by leveraging software, deep industry experience, and an innovative technology approach to allow DMWW to increase the reliability and efficiency of their existing motor profile. The proposed technology solution enablement for Des Moines Water Works will utilize Infor EAM’s industry leading Asset Sustainability module in combination with Motors@WorkTM - an advanced motor management system based on the D.O.E. Best Practices and certified analytics. The combined solution will provide in depth motor lifecycle maintenance and analysis.

SCOPE Fundamental to an enabling technology strategy for DMWW is that the DMWW process facilities must proactively ensure that the condition of the systems and assets are operated as designed or commissioned and be maintained by planning for future O&M and capital budgets, decreasing the deferred maintenance backlog, supporting the day-to-day facilities operations, conserving energy, and ensuring environmental compliance. From an Asset Life-cycle Management (ALM) perspective there are four core business areas that must be addressed: Design & Planning, Construction, Operations & Maintenance, and De-commissioning. In today’s socio-economic environment the mandate is that each of these interdependent areas must incorporate energy management and environmental impact in the day-to-day operating decisions of each area and facilitate intra and intercompany collaborative innovation for optimal efficiency and competitive advantage. The objective of the DMWW proposal is to assure that DMWW operational alignment with industry Best Practices. The proposal includes software and services to address tactical and strategic value drivers related to DMWW valid functional requirements/

Solution

This proposal assumes the monthly access to the Motors@WorkTM software, implementation effort for


Infor EAM Asset Sustainability module (configuration), and Motors@Work system configuration and integration. Additive to Infor EAM Asset Sustainability’s inherent capabilities Motors@WorkTM will provide DMWW a systematic approach to sustainable motor management (optimum performance at the least energy cost) which will address the following:

• Selecting the appropriate motor energy efficiency class, • Understanding the existing motor energy performance and benchmarking against current high

efficiency standards, • Prioritizing effort and resources with highest run times and potential impact, • Identifying in-field power quality and non-conformity performance,

• Identifying motor efficiency upgrade opportunities,

• Determining repair vs. replace vs. application design economics, • Managing available spares for efficiency and not emergency repair and uptime, and • Applying applicable PM, PdM, and CdM maintenance strategies.

Additionally, DMWW will have access to all future motor-driven system functionality (i.e. pumps, fans, compressors, and blowers). This software and services proposal specifically addresses the following Infor EAM Asset Sustainability and Motors@WorkTM functional requirement enablement within the DMWW core business areas: Implementation & Configuration: 1. Define GHG and their CO2 equivalent 2. Define the commodities you want to track 3. Fuels (electricity) for these commodities 4. Supplier (Utility) and their fuel mix 5. Enter utility invoices from these suppliers 6. Define equipment and their Design Consumption of the commodities. Set up meter for each. 7. Measure actual consumption (from Utility Bill) 8. Degree Day from National Weather Service capture (if applicable to determine base load) 9. Energy Star Portfolio Manager integration setup 10. Set up inspection (Motors@WorkTM measurements) in Infor ASE; PM Interval once every three months of 1,000 hrs. of operation. Note: Assumption that measurements will be entered manually into Motors@WorkTM. 11. Set up and configure Motors@WorkTM (Company, organization, operating metrics, etc.) 12. Extract and initial load of motors from Infor ASE to Motors@WorkTM or manually enter motors. Identify data/nameplate deficiencies, walk down and capture data. Intelligence & Alerts: 1. Utility Invoice Audit


2. Missing Utility Invoices 3. Motor non-conformance a. Operations b. Design 4. Motor recommendation 5. Define an develop additional alerts needed (up to 5 additional) Integration with Motors@WorkTM: 1. Infor Equipment (motors) to Motors@WorkTM; optional 2. Infor Utility Bills to Motors@WorkTM, optional 3. Motors@WorkTM alerts with Infor ASE (initiate work request); required 4. Motors@WorkTM recommendation with Infor ASE Capital Planning; required 5. Infor ASE to Motors@WorkTM on completed alerts and recommendations (delete alerts, recommendations, change motor inventory, rewind costs); required Reports: 1. GAS Index 2. CO2e Emission Chart 3. Capital Performance Evaluation 4. CO2 Analysis 5. Degree Days vs. Energy Consumption 6. Degree Days vs. Energy Costs 7. Degree Day Analysis 8. Annual Energy Reduction Comparison Chart 9. Annual Energy Use Chart 10. Total Annual Energy Use 11. CO2e Emissions by Greenhouse Gas Chart 12. Define and develop additional reports if needed (up to 5 additional)

DELIVERABLES The following are deliverables of the Asset Sustainability @ Work LLC proposed activities:. Deliverable 1 Implementation & Configuration including Alerts

Deliverable 2 Integration

Deliverable 3 Reports

It is expected that the work will take approximately 8 calendar weeks to execute.


PRICING (Software Access, Services Hours and Expenses)

1.1 Estimated Hours & Software Access Fee The Professional Services table below descries the estimated hours for each of the Deliverable work activities; the hours will be invoiced monthly on a Time and Materials basis plus expenses. Description Estimated Hours Total * Deliverable 1 320 $72,000 Deliverable 2 160 $36,000 Deliverable 3 240 $54,000

Total 720 $162,000 Note: It has not yet been determined if Grant Funding Opportunities exist for the Energy Portion of the Project. * Rates used above are for Calendar years 2014-2015 and will increase by 4% per year after 2014. This increase is necessary to reward our employees and retain the best staff qualifications. The Asset Sustainability @ Work LLC Professional Service Agreement and Rates are attached separately. The Motors@WorkTM Software Access Agreement and Order Form are attached separately. The monthly access fee is $3,478.75. ** Description Motors HP** FWTP - Fleur Drive Treatment Process

11 8,225

MWTP - McMullen Water Treatment Process

10 3,075

SWTP - Saylorville Water Treatment Plant

13 2,615

Total 34 13,915 ** HP is based on average of 409HP / motor provided. Additional motors to be managed are additive.

Reimbursable Expenses: All reasonable direct cost to the project, including but not limited to the following will be invoiced at cost:

• Transportation, lodging and subsistence • Shipping charges and insurance for hardware, equipment, documentation, etc. • Rental or purchase of direct materials and equipment as directed by the Project Manager • Reproduction of reports or documents • Data communication, telephone calls, telegrams, cables, telecopy and postage


EXECUTIVE OVERVIEW OF GIS/EAM INTEGRATION Here is a high level outline of the major milestones for the integration.

• Identify and review the distribution system assets that WW would like to integrate between GIS and EAM.

• Build the EAM portion of the water distribution system for accepting the GIS data in EAM. • Prep the GIS data in the geodatabase for loading into EAM. • Synchronize the GIS data into EAM and create the assets from the existing GIS data. • Publish the GIS web services for EAM to consume. • Document the process for GIS to EAM synchronization and provide it to WW. • Done.

_____________________________________________________________________________________ Purposed Overall 6-Phase Project Listing Note: The project outline was established during the onsite GAP analysis performed at DMWW

the week of May 12th, by General Contractor/Systems Administrator Bill Miller of Asynerlytics, Programmer/Analysis Jim Buck of Asynerlytics and Programmer/Analysis Eric Faith of Stratum Consulting Partners.

A complete line item breakdown of each phase has been included in an excel spreadsheet

format in the Stratums Consulting Partners price quote, and only a reference to the 6-phases listed in the Asynerlytics price quote.

The 6-phases identified during the GAP analysis are as followed:

• Phase 1: EAM v11 Upgrade

• Phase 2: Water Production and Central Stores – v11 Enhancements (The EPM portion of Stratums quote is already included in the Asynerlytics Energy quote).

• Phase 3: GIS (Stratums GIS person will be replaced with Aaron Greiner from Asynerlytics).

• Phase 4: Distribution

• Phase 5: Fleet and Grounds

• Phase 6: Close Punch List, Final Acceptance & Lessons Learned


Infor EAM Essential Methodology Administrator & Certified Reliability Engineering Professional

Note: Asynerlytics will provide essential oversight and guidance throughout each and every aspect and phase of this multi-software implementation & integration project. Asynerlytics will provide a Certified Reliability Engineering Professional & Systems Administrator for 2-4 hours of daily onsite assistance throughout the course of the project, and will be responsible for weekly progression reports to all essential DMWW personnel involved in the project, insuring a complete and successful resolve by all contractors and sub-contractors according to their respective projects scope of work.

Resource Estimate: (1) Resource Summary Duration Hourly Rate Estimated Fee

Sr. General Consultants 700 Hours $180.00 $126,000.00

Total USD $126,000.00 Asset Sustainability & Motors@Work Implementation based on Essentials Note: Refer to Energy Overview & Approach Section – Pages 15 thru 19. Resource Estimate: (2)

Resource Summary Duration Hourly Rate Estimated Fee Application Consultant 720 Hours $225.00 $162,00.00 Total USD $162,000.00

Implementation/integration effort based on EAM/GIS Integration Essentials Note: GIS/EAM INTEGRATION includes the following milestones:

• Identify and review the distribution system assets that WW would like to integrate between GIS and EAM.

• Build the EAM portion of the water distribution system for accepting the GIS data in EAM. • Prep the GIS data in the geodatabase for loading into EAM. • Synchronize the GIS data into EAM and create the assets from the existing GIS data. • Publish the GIS web services for EAM to consume. • Document the process for GIS to EAM synchronization and provide it to WW. • Done

Resource Estimate: (3)

Resource Summary Duration Hourly Rate Estimated Fee GIS/ESRI Consultant 200 Hours $170.00 $34,000.00 Total USD $34,000.00


Implementation of Facility Condition Assessment Program, Inspection Template Design & Training Note: Asynerlytics Certified Reliability Engineering Professionals will be developing individual Key Critical Asset inspection templates, for the Fleur Drive, McMullen & Saylorville Water Treatment facilities. The Templates are part of the Facility Condition Assessment (FCA) program, where inspections are performed at the asset level to rate the Physical Condition, Performance Condition and the Consequence of Failure of each Key Critical Asset in order to calculate the assets Risk Index Rating (Remaining Asset Life before replacement or overhauling is needed). This includes two reliability experts onsite for a two week period, conducting inspections, developing templates and training DMWW personnel on how to conduct inspection and entire results into the Infor EAM program. Resource Estimate: (4)

Resource Summary Duration Hourly Rate Estimated Fee Sr. Consultants 160 Hours $170.00 $27,200.00 Total USD $27,200.00

Note: This pricing is dependent upon how many templates will need to be created vs. using existing templates provided by Asynerlytics at no cost to the DMWW. Total Asynerlytics Price Quote: $349,200.00 Project Assumptions: 1. This quote is provided for budgetary use based on Asynerlytics experience with similar projects. The actual estimate may vary once further requirements are defined and agreed upon. 2. Standard deployment with NO unauthorized customizations. 3. This is a time and materials estimate and does not include travel and living expenses nor travel time, which will be incorporated into the invoices. The task durations contained in this document are Asynerlytics best estimate based on our experience with similar implementations. The work performed in support of the implementation will be provided on a time and materials basis. All invoices due net 30 days from billing date. 4. If opportunities do arise for Asynerlytics to accelerate the implementation because certain tasks do not take as long as originally estimated, then we will move ahead with the subsequent tasks as we are able and the project will be delivered in less time and at less cost than was originally estimated. Should circumstances arise that result in the project tasks taking longer than anticipated or where significant changes in scope materially affect the deliver or cost of the implementation the project change control process will be initiated. 5. Our consulting approach is a collaborative one. It will be necessary that client functional and technical personnel be assigned and available to successfully achieve the goals of the tasks associated with this project. 6. Client Information Technology Resources will be available to assist with the implementation for the duration of the project.


7. A dedicated client Project Advisor will be assigned to the project to work collaboratively with the Asynerlytics project team. 8. No specific dates have been agreed upon for this implementation. Specific dates will be designated by the Asynerlytics and your project team once the scope is confirmed. 9. Travel expenses and travel time for Asynerlytics personnel are in addition to the services. All travel expenses will be billed as actual regardless of any estimate. 10. It has been determined that DMWW has the essential hardware and infrastructure in place before our installation task. A failure of on-site task readiness on the part of the client that impacts the completion of Asynerlytics activities could cause delays in the overall project duration. In order to complete the project in the most cost-effective manner, a majority of the tasks will be performed offsite by Asynerlytics staff members. Remote Access VPN login facilities will be required for any off-site project resources and should be made available to Asynerlytics at the beginning of the project. 11. An Asynerlytics Project Advisor will be engaged during the implementation of this project and involved up until the project closeout. Project Advisory effort has been estimated based upon the anticipated level of project support. 12. Licensee is responsible for End-User training. A s y n e r l y t i c s will train a set of Licensee trainers in a Train the Trainer style training course.

Disclosure

Asynerlytics declares No personal or professional conflict of interest exist in contracting with the Des Moines Water Works.

This Proposal

The content of this Proposal provides a summary of our company and its services.

Again, thank you for this opportunity to propose our solution to Des Moines Water Works. We look forward to the opportunity of addressing your specific requirements through your selection process. At any time, we will be happy to provide additional details about exactly how these Enterprise Solutions will meet each of your functionality and technical specifications. If you should have any questions, or require clarification during the course of your review, please do not hesitate to call.

Sincerely,

Bill Miller, CEO

Asynerlytics, LLC

Pleasant Hill, IA. 50327

D. (515) 421-7892 or C. (515) 208-0669

Statement of Work for DMWW

BY

ASYNERLYTICS, LLC

Asynerlytics, LLC has combined resources to deliver an Enterprise Asset management system

that will provide robust software, qualified and responsive implementation services, and excellence in

post-implementation in support of the Des Moines Water Works (DMWW). Our proposal will exceed the

objectives established for this project now, and create a path forward for the DMWW’s future.

Asynerlytics implements enterprise asset management systems around each client's individual

operating environment. Asynerlytics employs a unique understanding of technical systems coupled with

a practical knowledge of the best maintenance practices. Asynerlytics begin with planning and conclude

with a review to assess actual performance against objectives at the end of each project phase.

Our Understanding of the Scope of Work

The Asynerlytics consultants work with you to gather the information required to help design and

develop the business processes that apply to the Infor products. This will determine processes including

where data is stored, what is printed, what calculations are being made, etc., to best meet the DMWW’s

requirements and needs.

Asynerlytics plans to implement the application in a reasonable amount of time without

jeopardizing quality and minimizing the implementation risks. Our goal is to lower the total cost of

implementation through the high utilization of DMWW resources, as well as by limiting customizations

to the software. While doing these, we aim to provide project visibility to both DMWW and

Asynerlytics.

Asynerlytics knows what it takes for a successful implementation: team-building, good

communication and a firm commitment to client satisfaction, and that is why they employ dedicated

system experts specializing in effective client liaison, project organization, and personnel deployment.

Asynerlytics consists of trained professionals whose entire focus is to track and monitor progress

throughout the entire project. Asynerlytics selects only the top of their class implementation specialist

with technical knowledge on (integration, product development, and functionality), organization, and

communication skills. The project team is selected by Bill Miller and includes individuals with

experience managing multifaceted projects for numerous types of industries.

Each client is assigned a dedicated point of contact during the course of the project, Bill Miller:

Allocates Asynerlytics resources to the project.

Advises the project team through to completion.

Provides a single point of contact between the client and Asynerlytics on all issues.

Ensures the agreed upon project deliverables are produced and issues resolved.

Coordinates tasks between Asynerlytics and DMWW.

Informs the client of project status on a regular basis with special emphasis on changes in scope,

schedule, and budget.

Based on our understanding of your needs and our experience with other similar asset management

projects, we propose to execute the project as follows:

1. Plan an effective implementation that incorporates the DMWW’s objectives

2. Provide a vehicle to track metrics and cost payback

3. Train users in the effective use of the solution

4. Provide services necessary to deliver a meaningful, cost-effective implementation and post

implementation support.

Project Approach

Asynerlytics Implementation procedure is a framework for a smooth, fast, and accurate

deployment of Infor solutions. It is a proven, disciplined, organized procedure that is repeatable from

customer to customer. This practice provides a framework for every project and is based on years of

refining and improving the steps and procedures that constitute implementation best practices.

The primary objectives of this implementation approach are:

Improve and standardize the services and level of service offered to the DMWW.

Provide a structured methodology to guide a successful implementation.

Implement the application in a reasonable amount of time without jeopardizing quality and

minimizing the implementation risks

Lower the total cost of implementation through the high utilization of DMWW resources and limiting

customizations to the software

Provide project visibility to the DMWW

Project Implementation Overview Includes:

1) Asynerlytics will provide essential oversight and guidance throughout each and every aspect and

phase of this multi-software implementation & integration project. Asynerlytics will provide a

Certified Reliability Engineering Professional & Systems Administrator for 2-4 hours of daily

onsite assistance throughout the course of the project, and will be responsible for weekly

progression reports to all essential DMWW personnel involved in the project, insuring a complete

and successful resolve by all contractors and sub-contractors according to their respective projects

scope of work.

Fundamental to an enabling technology strategy for DMWW is that the DMWW process

facilities must proactively ensure that the condition of the systems and assets are operated

as designed or commissioned and be maintained by planning for future O&M and capital

budgets, decreasing the deferred maintenance backlog, supporting the day-to-day

facilities operations, conserving energy, and ensuring environmental compliance.

________________________________________________________________________

2) The Asset Sustainability @ Work LLC Energy project brings together the right

combination of innovative software, technical, business, and change management

expertise to ensure success DMWW. Asset Sustainability @ Work LLC will implement a

comprehensive motor management solution for DMWW by leveraging software, deep

industry experience, and an innovative technology approach to allow DMWW to increase

the reliability and efficiency of their existing motor profile. The proposed technology

solution enablement for Des Moines Water Works will utilize Infor EAM’s industry

leading Asset Sustainability module in combination with Motors@WorkTM

- an advanced

motor management system based on the D.O.E. Best Practices and certified analytics.

The combined solution will provide in depth motor lifecycle maintenance and analysis.

The objective of the DMWW Energy project is to assure that DMWW operational

alignment with industry Best Practices. The proposal includes software and services to

address tactical and strategic value drivers related to DMWW valid functional

requirements.

________________________________________________________________________

3) GIS/EAM INTEGRATION includes the following milestones:

Identify and review the distribution system assets that DMWW would like to integrate between

GIS and EAM.

Build the EAM portion of the water distribution system for accepting the GIS data in EAM.

Prep the GIS data in the geodatabase for loading into EAM.

Synchronize the GIS data into EAM and create the assets from the existing GIS data.

Publish the GIS web services for EAM to consume.

Document the process for GIS to EAM synchronization and provide it to DMWW.

Done

______________________________________________________________________________

4) Asynerlytics Certified Reliability Engineering Professionals will be developing individual

Key Critical Asset inspection templates, for the Fleur Drive, McMullen & Saylorville Water

Treatment facilities. The Templates are part of the Facility Condition Assessment (FCA) program,

where inspections are performed at the asset level to rate the Physical Condition, Performance

Condition and the Consequence of Failure of each Key Critical Asset in order to calculate the

assets Risk Index Rating (Remaining Asset Life before replacement or overhauling is needed).

This includes two reliability experts onsite for a two week period, conducting inspections,

developing templates and training DMWW personnel on how to conduct inspection and enter

results into the Infor EAM program.

Respectfully,

_________________________________

Bill Miller, CEO

Asynerlytics, LLC

Pleasant Hill, IA. 50327

D. (515) 421-7892 or C. (515) 208-0669

STATEMENT OF WORK

Specific Exclusions from this Statement of Work

It is assumed that some of this work will be performed via VPN connection or Remote Desktop from the Contractors office’s. Travel and living costs are not included in this quote.

Change Requests

For any requested work not otherwise described in this statement of work, or for additional modifications beyond the deliverables stated herein, a change request (“Change Order”) may be requested. Such Change Order will describe the additional requirements or

requested work and deliverables, along with the additional labor charges for performance of the work. This change order would be mutually agreed upon by the parties.

Delivery Estimates upon approval of Statement of Work

Estimated Timeframe to Perform Statement of Work:

July 7, 2014 – November 20, 2015

Estimated Starting Date:

Approximately 30 days from receipt of Purchase Order, notice to proceed, and VPN login credentials.

ACCEPTANCE AND APPROVAL OF STATEMENT OF WORK

Approver Name: _____________________________________

Title: ______________________________________________

Signature: __________________________________________

Date: ______________________________________________

PO or Contract Number: _______________________________

Thank you for the opportunity to provide DMWW this Statement of Work.

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MASTER CONSULTING SERVICES AGREEMENT

Consultant: Asynerlitics, LLC The parties to this Master Consulting Services Agreement ("Agreement") are Asynerlytics, LLC, identified above as Consultant ("Consultant"), and the Board of Water Works Trustees of the City of Des Moines Water Works, Iowa, ("Client"). For identification purposes, the date of this Agreement is the date it is signed by Client. The purpose of this Agreement is to set forth the terms and conditions under which Consultant will perform services for Client.

1. Client. "Client" means The Board of Water Works Trustees of the City of Des Moines, Iowa, also known as the Des

Moines Water Works, and affiliates, as they exist from time to time. If this Agreement is assigned by Client, "Client" shall mean the assignee entity and its direct and indirect parents, subsidiaries and affiliates, as they exist from time to time.

2. Statement of work. For each engagement under this Agreement, the services to be performed by Consultant at

Client's request will be described in a statement of work (“Statement of Work"). Each Statement of Work and each amendment thereto must be signed by both parties and must state that it is made pursuant to this Agreement. Each Statement of Work shall constitute a separate agreement which incorporates the terms and provisions of this Master Consulting Services Agreement. The provisions of this Agreement shall control over any conflicting provisions in a Statement of Work, except to the extent that a provision of this Master Consulting Services

Agreement specifically states that a Statement of Work may provide different terms. A Statement of Work may contain additional terms, provided that the terms do not conflict with the provisions of this Agreement.

3. Computer code. If any Statement of Work made pursuant to this Agreement requires the Consultant to prepare and

deliver computer code, such code shall be free from Harmful Code and shall be Year 2000 Compliant, and the deliverables shall include fully documented source code as well as any required compiled object code.

“Harmful Code” shall mean any computer code, programing instruction, or set of instructions, that damages, interferes with, or otherwise adversely affects the function, integrity or security of any computer programs, data files or hardware or without the consent or intent of the computer user.

“Year 2000 Compliant” shall mean that a system shall: (i) correctly record, store, process and present calendar dates falling on or after January 1, 2000, or on any leap year, with the same performance and functionality, as it records, stores, processes and presents calendar dates falling on or before December 31, 1999, (ii) lose no performance or functionality, nor generate invalid or incorrect results, due to the input, storage, recording or processing of dates falling on or after January 1, 2000, (iii) include indication of the correct century and four-digit year designation in all date fields, date-related user interface functionality’s and date-related functions and (iv) be interoperable, for such purposes, with other software, hardware, firmware and middleware used by Client which may deliver information or dates, receive information or dates, or interact in the course of processing dates.

4. Deliverables. The term "Deliverables" as used in this Agreement shall mean any and all written and electronic

materials and other items which are to be furnished to Client by Consultant as provided in a Statement of Work.

5. Term and termination. Each Statement of Work shall take effect when signed by both parties. The actual provision

of consulting services shall begin on the date specified in the Statement of Work, which may or may not be the same as the effective date. Each Statement of Work will continue in effect until terminated by Client in accordance with the paragraph of this Agreement titled "Termination for convenience", but in the absence of such a termination for convenience: (a) if a Statement of Work specifies a term of months or a specific termination date, that Statement of Work shall automatically terminate upon expiration of the Initial Term (defined as the period beginning on the Start Date and ending on the specified termination date or at the end of the specified number of months) unless the Statement of Work is renewed in accordance with the paragraph below titled "Renewal"; or (b) if the consulting services consist of completing specified tasks or Deliverables and no term of months or termination date is specified in the Statement of Work, the Statement of Work shall automatically terminate upon completion of all tasks and final acceptance or non-acceptance of all Deliverables specified in that Statement of Work.

6. Renewal. A Statement of Work with an Initial Term may be renewed by Client for an additional term ("Renewal

Term"), and subsequently for additional Renewal Terms, upon written notice to Consultant on or before the expiration date of the then-current term. Each Renewal Term shall begin upon expiration of the prior term and shall have the duration specified in Client's notice, which shall not exceed 12 months without Consultant's written consent.

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7. Fees. Each Statement of Work shall specify all fees and other charges that Client will pay Consultant for the

consulting services to be rendered pursuant to that Statement of Work, and shall specify whether fees will be on a time- and-materials basis, a fixed price basis, or a combination of both.

8. Time-and-materials basis. If any services under a Statement of Work will be performed on a time-and-materials

basis, the Statement of Work shall specify which services will be performed on that basis and shall contain Consultant's best estimate of the total charges to Client for all such work. Consultant shall promptly notify Client in writing when 75% of that estimate has been reached, and shall also report to Client at least every 2 weeks throughout the engagement the total time-and-materials charges incurred to date. If a Statement of Work sets forth a maximum dollar amount for services to be performed on a time-and-materials basis, that amount shall, in the absence of Client's written agreement to the contrary, be the maximum payable for all time-and-materials services under the Statement of Work even if the number of hours worked would otherwise result in a higher amount. In addition, for all time-and-materials work: (a) the Statement of Work shall state the hourly or daily rate for each individual who may perform services on a time- and-materials basis and shall include a list of the materials that will be charged to Client and the current cost to Consultant for such materials; (b) rates for services will be no higher than the lowest rate charged to any other client of Consultant within the 6 months preceding the signing of the Statement of Work for the services of the same or similarly qualified individual; (c) Client shall not be billed a higher rate for services performed on holidays or weekends unless Client's project coordinator requested in writing that services be performed on those days; and (d) Consultant shall use its best efforts to complete each assigned task in as economical a manner as possible and to minimize charges incurred for time and materials to the maximum extent possible, consistent with Consultant's other obligations under the Statement of Work. Invoices for all work performed on a time-and-materials basis shall be issued monthly, and shall state the total number of hours actually worked during the invoice period by each person whose services are being charged to Client.

9. Rate commitments. As an inducement for Client to enter into Statements of Work under this Agreement,

Consultant may from time to time provide Client with a commitment letter, signed by an authorized Consultant representative, setting forth the maximum rates Consultant will charge to Client for time-and- materials services performed under all Statements of Work during specified time periods ("Rate Commitment Letter"). Nothing in this Agreement obligates Consultant to provide any Rate Commitment Letter to Client, but Consultant will be bound by the commitments set forth in any such letter.

10. Time and materials rate increases. Consultant may increase its time-and-materials rates for a given Statement of

Work or project only in accordance with the terms of this paragraph; provided, however, that the maximum rates specified in a Rate Commitment Letter shall operate as a limit on any rate increases that would otherwise be allowable under this paragraph. After a Statement of Work has been in effect for 12 months, through renewals or otherwise, Consultant may increase its time-and-materials rates for some or all rate categories upon 30 days' advance written notice to Client. Consultant may send a rate increase notice for a given Statement of Work no more frequently than once every 12 months. No increase in any rate category shall be more than 3% of the rates for the same category that were in effect immediately preceding the effective date of the rate increase. When the parties enter into a series of Statements of Work in connection with a single project which involves time-and-materials rates: (a) the name of the project will be specified in each Statement of Work for the project; (b) time and materials rates will be specified only in the initial Statement of Work for the project; and (c) all Statements of Work for the project shall be treated as a single Statement of Work for purposes of allowing Consultant to make time- and-materials rate increases under the provisions of this paragraph.

11. Fixed price basis. If any services under a Statement of Work will be performed on a fixed price basis, the

Statement of Work shall state a fixed price which shall include all labor and materials required to complete the entire Statement of Work (or the entire fixed price portion of the Statement of Work, as applicable). Invoices for work performed on a fixed price basis shall be issued as provided in the Statement of Work.

12. Change orders. A Statement of Work shall describe the work to be performed and may contain a list of

assumptions on which delivery dates or fixed or maximum prices are based. If the scope of the project or assumptions change during the course of the engagement, the changes shall be described in a change order to be signed by both parties. The change order shall also set forth any changes to delivery dates and/or fixed or maximum prices that the parties agree are fair in light of the changed scope or assumptions.

13. Incentives. A Statement of Work may contain incentives for completing work on or before specified dates. Such

incentives may be in the form of a bonus to be paid by Client to Consultant for early completion and/or liquidated damages to be paid by Consultant to Client in the event of late completion. Client shall have the right to offset such liquidated damages against amounts it otherwise owes Consultant. The parties agree that in cases where the Statement of Work sets forth liquidated damages for late completion, it would be extremely difficult to determine the amount of actual damages resulting from late completion, but that the amount specified in the Statement of Work is a reasonable approximation of such damages and is not a penalty.

14. Travel, meal and lodging expenses. If a Statement of Work specifies that Client is to pay Consultant's expenses

for travel, meals and lodging, Client shall reimburse Consultant for actual, necessary and reasonable expenses for: (a) travel by non-local Consultant personnel to a site specified by Client to perform services under a Statement of

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Work; and (b) meals and lodging for such non-local personnel while performing such services. Such expenses shall not include rental cars unless approved in advance and in writing by Client, and shall not under any circumstances include airfare other than coach. Client will not be billed for travel time.

15. Taxes. No charges shall be made to Client for taxes. Payments to Consultant by Client may be reported to taxing

authorities on Form 1099.

16. Invoices. Client shall not be billed or be liable for any charges other than those described and authorized in the

Statement of Work, in this Agreement or in a subsequent writing signed by Client. Each invoice must clearly indicate the services, materials and expenses for which Client is being charged, and must include an invoice number, the time period covered by the invoice, and sufficient detail to allow Client to determine the accuracy of the invoice. Client shall be billed only for services actually performed and for expenses actually incurred. Invoices for any allowable travel, meal or lodging expenses must include itemization of each expense, as well as documentation of amounts actually paid for each item exceeding $25. If the Statement of Work lists specific additional items or categories of information that must be included on Consultant's invoices, that information shall be provided. Except to the extent Client has the right to withhold payment pursuant to an express provision of this Agreement or a Statement of Work, timely invoices shall be paid within 30 days after the later of: (a) the invoice date; or (b) the date Client receives a correct paper invoice or a correct electronic invoice file in a format that meets Client's electronic invoicing requirements.

17. Address for invoices. All invoices shall be sent to Douglas Oscarson, Project Manager, Des Moines Water

Works, 2201 George Flagg Parkway, Des Moines, Iowa 50321. Consultant agrees not to send duplicate invoices to any other persons or departments within Client.

18. Disputed invoices. Consultant shall use commercially reasonable efforts to ensure the accuracy of invoices.

Client will provide written notification of any disputed invoice within 60 days after receipt, and shall have an additional 30 days in which to resolve the dispute with Consultant and pay the agreed-upon amount. The parties agree to use commercially reasonable efforts to resolve the disputed items within the 30-day additional time period.

19. Client's responsibilities. In connection with each Statement of Work, Client shall: (a) designate one employee

of Client as a project manager who shall be Consultant's primary point of contact for all questions and issues relating to the engagement; (b) provide Consultant with access to Client's facilities during Client's normal business hours and otherwise as requested by Consultant and approved in advance by Client in order to facilitate Consultant's ability to timely perform the services outlined in the Statement of Work; (c) provide Consultant with such working space and access to telephones, photocopying equipment and the like as Consultant may reasonably request while on Client's premises; (d) provide such Client information and data as is reasonably necessary to enable Consultant to perform its obligations; and (e) perform such other duties and tasks as may be specifically identified as Client obligations in a Statement of Work, or as may be otherwise agreed upon in writing by Client and Consultant. Client shall have no obligations which it must perform as a condition of the full and timely performance by Consultant of its obligations under a Statement of Work, except for those obligations specifically identified as Client obligations in a writing signed by Client.

20. Client-owned items. If Client provides for Consultant's use in connection with a Statement of Work any

hardware, software or other items which are owned, leased or licensed by Client, no title to any such items shall pass to Consultant, and Consultant shall return all such items to Client upon conclusion of the engagement. Consultant agrees to use such items in a manner consistent with their intended use and to exercise at least the same degree of care in their use as it does with its own similar items, but in no event less than reasonable care.

21. Training services and materials. Consultant may provide training services either as part of a Statement of Work

that includes other services, or under a Statement of Work that is exclusively for training services. Each such Statement of Work shall specify the location of the training. If training is to be performed other than at Consultant's site, Client shall provide training facilities consisting of a suitable room and such equipment as the Statement of Work states will be provided by Client. If training is to be performed at Consultant's site, Consultant shall be responsible for all training facilities and equipment unless and to the extent the Statement of Work specifically states otherwise. Any written training materials (whether in the form of software or printed materials) provided to Client in connection with any training shall be considered Deliverables under this Agreement, whether or not the materials are specifically mentioned in the Statement of Work. Training materials provided by Consultant may be used and copied as needed at any time by Client in the ordinary course of business. Client shall not sell or otherwise provide the training materials or any copies of them to third parties, and shall not use them to provide training to third parties in competition with Consultant. All copyright and other proprietary right notices appearing on the training materials furnished by Consultant shall be reproduced on any copies made by Client.

22. Progress reports. If a Statement of Work specifies that Consultant is to furnish periodic progress reports, the

provisions of this paragraph shall apply. The frequency of the required reports shall be every 2 weeks unless the Statement of Work specifies a different frequency, in which case the references to "2 weeks" in this paragraph shall be changed accordingly. Once every 2 weeks during the course of the engagement, Consultant shall provide Client with a written report briefly describing the progress of the project. The report shall also specify in detail: (a) any known problem or circumstance encountered by Consultant during the preceding 2-week period which may tend to

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cause any delay in Consultant's performance or which may tend to cause any project cost overrun for time-and- materials charges; (b) Consultant's best estimate of the length of any such delay and/or of the amount of any such cost overrun; and (c) a description of the cause of each such problem or circumstance and the specific steps proposed to be taken to remedy such problem. Any problem or circumstance which Consultant fails to timely include in such a report to Client shall not later serve as a basis for Consultant to claim additional payment from Client or to claim an excuse for failing to complete any task by the completion date specified in the Statement of Work.

23. Client observation and participation. To effect a knowledge transfer regarding any work product developed under

a Statement of Work, Client shall have the right but not the obligation to observe all aspects of Consultant's performance at Client's premises and to have Client personnel assist with the project at Client's premises. If, however, in Consultant's reasonable judgment such observation or assistance hinders Consultant in the timely or proper performance of its duties, Consultant shall have the right to limit or terminate such observation or assistance to the extent necessary. Observation or assistance by Client shall not relieve Consultant of any obligation under the Statement of Work.

24. Disaster recovery backup. For all documents or materials of any type produced in whole or in part in connection

with the Statement of Work at any location, Consultant shall provide offsite storage in which it shall place copies of all such items on a biweekly basis. Items so stored shall include but not be limited to work papers, partial drafts and internal Consultant memoranda.

25. Acceptance of Deliverables. No Deliverable will be deemed accepted by Client until Client states in writing that it

is accepted. Client shall have no obligation to pay any invoice received from Consultant to the extent any Deliverable furnished or required to be furnished to Client through the date of Client's receipt of the invoice has not been accepted by Client as provided below. If the Statement of Work specifies a certain number of business days in which Client is to review Deliverables, Client shall notify Consultant in writing of the acceptability or non- acceptability of the Deliverable(s) within the specified number of business days after Client's receipt of the Deliverable(s). Otherwise, Client shall provide such notice within a reasonable time. Any non-acceptance notice shall state the particulars in which the Deliverable is deficient. If acceptance criteria are specified in the Statement of Work, the notice shall specify which criteria are not satisfied. Consultant shall be allowed a reasonable time to correct deficiencies.

26. Warranty for services. Consultant warrants that it shall perform the services required under each Statement of

Work in a professional manner, by qualified personnel, in accordance with all applicable industry standards, and in accordance with the terms of the Statement of Work. If this warranty is breached, Consultant at Client's option shall either: (a) promptly and at Consultant's own expense re-perform the applicable services as warranted, or (b) refund to Client the entire amount paid for the applicable services and for any other services that become substantially without value to Client as a result of the breach.

27. Warranties of title and against infringement. Consultant represents and warrants: (a) that in performing services

and providing any Deliverables under a Statement of Work, it will not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary or intellectual property right of any third party, and will not improperly use any third party's confidential information; and (b) Consultant shall have, without encumbrance, all ownership, licensing, marketing and other rights required to furnish all materials and Deliverables it furnishes to Client under this Agreement and to grant or assign all rights granted or assigned to Client pursuant to this Agreement.

28. Personnel background warranty. Consultant warrants that it will not assign to the performance of services for

Client any individual known by Consultant to have been convicted of any felony, criminal violation of a federal statute, or conspiracy or attempt to commit a felony or a criminal violation of a federal statute, within the 10 years immediately preceding the commencement of such individual's performance of services for Client.

29. Additional warranties. A Statement of Work may contain additional warranties by Consultant pertaining to the

specific engagement covered by that Statement of Work. 30. Manufacturer's warranties. Consultant hereby assigns to Client any manufacturer's warranty which Consultant

receives in connection with any product sold to Client pursuant to a Statement of Work. 31. Independent contractor. It is agreed and understood that Consultant's relationship to Client is that of an

independent contractor. Neither party shall be deemed to be, or hold itself out as, a partner, agent, employee or joint venturer of the other party. All persons performing Consultant's obligations under this Agreement shall be considered to be solely the employees, contractors or agents of Consultant or its contractors, and Consultant and its contractors shall be responsible for ensuring there is payment of any and all salaries, wages, payroll taxes, insurance and other items payable to or on behalf of such personnel, and for maintaining worker's compensation insurance on such personnel. Consultant shall indemnify and hold Client harmless against any claims, costs or expenses that may arise out of any breach of this paragraph by Consultant or its contractors.

32. Personnel and subcontractors. No subcontractors shall be used to perform any of Consultant's obligations under

a Statement of Work unless: (a) Client consents in writing to the use of a specific subcontractor; and (b) the subcontractor signs such confidentiality and other agreements as may be required by Client. The Statement of

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Work shall identify any subcontractors Consultant intends to use at the time the Statement of Work is signed. Any reference in this Agreement to Consultant's "personnel" shall include not only Consultant's own personnel but also subcontractors and their personnel who will provide services in connection with a Statement of Work. Consultant represents and warrants that such personnel shall not include any illegal immigrants.

33. Compliance with law. In performing Consultant's obligations under a Statement of Work, Consultant and its

personnel shall comply with all applicable city, state and federal laws, ordinances, rules and regulations. 34. Personnel on site. While on Client's premises, Consultant's personnel shall comply with Client's site rules and

regulations. Client reserves the right to require any Consultant personnel to immediately and permanently leave Client's premises in the event of any such noncompliance or any noncompliance with law, or in the event such person is engaged in activities that Client believes could be detrimental to Client or Client personnel. Client may also ask Consultant to remove an individual performing services under this Agreement if, in Client's opinion, the person does not meet the qualifications for the task assigned or is not compatible with Client personnel, and Consultant shall promptly make all reasonable efforts to comply with such request. Any person removed from Client's premises under this paragraph shall be replaced by Consultant as soon as practicable with an individual acceptable to Client.

35. Non-solicitation of personnel. In the absence of advance written permission from the other party, each party

agrees not to hire or solicit for employment (or as an individual independent contractor) any employee of the other party for a period of 2 months after the date such person terminated employment with the other party. Consultant further agrees not to hire or solicit for employment (or as an individual independent contractor), without Client's advance written permission, any other individual while he or she is performing services for Client pursuant to a contract. If this paragraph is breached by the hiring of an employee of Client or Consultant, damages for such breach shall be equal to the demonstrated cost of hiring and training a replacement for such individual. This paragraph does not apply to the hiring or solicitation of any individual who did not become known to the hiring or soliciting party as a result of the relationship between Client and Consultant created by this Agreement.

36. Assignment to competitors. Consultant shall not assign any individual Consultant personnel to the account of any

of Client's competitors for a period of one year after said individual has last performed services for Client unless Consultant receives written permission from Client.

37. Insurance. Consultant agrees to maintain errors and omissions insurance covering all personnel providing services

under this Agreement in an amount not less than $1,000,000 per claim, with an aggregate limit of not less than $1,000,000. If any Consultant personnel will perform services at Client's premises, Consultant agrees to maintain workers compensation coverage and employers liability insurance as required by applicable state law. A Statement of Work may require higher coverage amounts than those stated in this paragraph, and may include additional requirements relating to the insurance to be maintained by Consultant. The insurance required by this paragraph shall be provided at Consultant's sole expense and shall be maintained at all times while the applicable Statement of Work is in effect and for such period thereafter as may be necessary to provide protection with respect to events occurring during the term of the Statement of Work. All insurance provided by Consultant will be primary and non-contributory to any insurance carried by Client. In no event shall the limits of Consultant's insurance or the limits stated in this paragraph be considered as limiting the liability of Consultant under this Agreement. All insurance required to be maintained by Consultant shall be provided by U.S.-domiciled companies rated A X or better in the most current issue of A.M. Best's Rating Guide. Client shall at any time have the right to require Consultant shall furnish certificates of insurance showing that the required insurance is in force and satisfies all requirements stated in this paragraph and in the Statement of Work. Client hereby waives any claim against Consultant (whether founded upon the indemnification provisions contained in this Agreement or otherwise) to the extent such claim is satisfied by the proceeds of Consultant's insurance policies.

38. General indemnification. Each party agrees to indemnify, defend and hold the other harmless against any third

party claim involving personal injury or damage to tangible property arising from alleged negligent or willful acts or omissions of the indemnifying party or its employees, agents or subcontractors in connection with this Agreement. The procedures governing such indemnification shall be the same as set forth in the paragraph below titled "Infringement indemnification."

39. Infringement indemnification. If any third party asserts a claim against Client involving an alleged violation of or

infringement of any intellectual property, trade secret or proprietary rights in connection with Consultant's services or any Deliverable provided to Client by Consultant pursuant to this Agreement, Client shall promptly notify Consultant of such claim. Consultant shall defend or settle such claim at its sole expense and shall pay any damages and other monetary relief (including costs or expenses) awarded against Client by a court or arbitrator if the claim is not settled. At Consultant's sole expense and when reasonably requested by Consultant, Client shall furnish Consultant with relevant evidence in Client's control and shall otherwise cooperate in the defense of the claim. If Client deems it necessary to hire its own counsel to participate in the defense along with the counsel retained by Consultant, Client may do so at its own expense without affecting any of Consultant's obligations under this paragraph. Client shall not agree to settle the claim without Consultant's written consent, provided that such consent is not unreasonably withheld, conditioned or delayed. This indemnification provision shall not be deemed to waive or limit any other rights.

16

40. Use of infringing items. If an injunction or order requires Client to stop using any Deliverable provided by

Consultant under this Agreement because of a claim of infringement or other violation of a third party's rights, or if Consultant believes there is a reasonable likelihood that a Deliverable infringes upon or violates such rights, Consultant at its expense will promptly either: (a) procure for Client the right to continue using the Deliverable; or (b) replace or modify the Deliverable so that it becomes non-infringing, provided such substitute or modified Deliverable is functionally equivalent to the original Deliverable or otherwise meets Client's needs as determined by Client, and further provided that Consultant shall reimburse Client for any costs reasonably incurred as a consequence of such replacement or modification. If it is not commercially feasible for Consultant to carry out one of the foregoing options within a reasonable time, or if Consultant fails to carry out one of the options within a reasonable time after a court order requires Client to stop using the Deliverable, Consultant shall refund to Client the fee paid to Consultant for the applicable Deliverable and for any other Deliverable that becomes unusable or significantly diminished in value to Client as a result. Upon receipt of such refund, and if requested by Consultant, Client shall return to Consultant at Consultant's expense the items for which such refund was received.

41. Ownership of work product. Except as expressly stated in the paragraph 42 of this Agreement entitled

"Consultant's retained rights," Consultant agrees that all rights, title and interest in and to any works and materials created by Consultant or created jointly by Consultant and Client pursuant to this Agreement, including but not limited to copyrights, will at all times belong exclusively to Client. Consultant hereby irrevocably assigns exclusively to Client and its successors and assigns any and all right, title and interest in such works and materials, including all patent rights, copyrights, trade secrets and other proprietary rights. To the extent it may be deemed by operation of law at any time that Client is not the sole owner of all possible rights in and to the foregoing, or that Consultant retains any rights to any work product other than those provided in this Agreement, Consultant hereby irrevocably grants to Client and its successors and assigns the unrestricted right in perpetuity to use the same on a royalty-free, worldwide, fully transferable basis. To the extent it may be deemed that any assignment or grant of rights under this paragraph cannot be made until after the relevant works are in existence, Consultant's acceptance of any payment under this Agreement shall constitute such an assignment or grant with respect to all such complete or incomplete works that exist as of the date such payment is accepted. Consultant agrees to execute at any time such documents as may be requested by Client to evidence Client's proprietary and intellectual property rights as stated in this paragraph, but: (a) if Consultant fails to execute such documents when requested or if Client is unable to locate Consultant to make such request, Consultant hereby authorizes Client to execute all such documents in Consultant's name and on Consultant's behalf and to file and/or record such documents in appropriate governmental offices, wherever located; and (b) Client's failure to request the execution of such documentation shall not affect the existence of Client's rights as stated in this paragraph.

42. Consultant's retained rights. Client's ownership rights shall not extend to or include Background Rights.

Consultant shall retain sole title to and ownership of all Background Rights, but Consultant grants to Client an irrevocable, royalty-free, non- exclusive, non-transferable perpetual license to use, duplicate, alter and modify such works and materials in the normal course of Client's affairs. “Background Rights” shall mean all data, documentation, software and information, in whatever form, not first produced or created by or for Consultant as a result of or related to the performance of work or the rendition of services under this Agreement, but included in, necessary, useful or utilizable in or with the Work Product or any portion thereof.

43. Open Records. The parties acknowledge that Client is a “government body” subject to the requirements of Chapter

22, Code of Iowa, respecting public records, and this Agreement shall be subject to, and construed in accordance with such requirements. The obligation of Client to maintain confidentiality shall not apply to any information or document that constitutes, or that is included within, a “public record” as defined under Chapter 22, Code of Iowa, unless such record or information is allowed to or required to be kept confidential under Chapter 22, Code of Iowa or other applicable law. This section shall govern any inconsistent provision in this Agreement. This Agreement and any Statement of Work hereunder are public records and are not confidential. Customer will provide

Consultant with prompt notice of any open records request that may require disclosure of any Consultant’s confidential or proprietary information and an appropriate opportunity to seek protection of such confidential and proprietary information, consistent with all applicable laws and regulations.

44. Confidentiality. Except as provided in paragraph 43, each party acknowledges that, in connection with the

performance of this Agreement or otherwise in the course of its dealings with the other party, it may receive or learn confidential, business, customer, trade secret, proprietary or other like information concerning the other party or third parties to whom the other party has an obligation of confidentiality ("Confidential Information"). Client's Confidential Information may include, but is not limited to, personal, financial, and/or health information of employees or customers. Each party agrees that it will not disclose to any third party, either orally or in writing, any Confidential Information of the other party without the prior written consent of the other party, and that it will not appropriate any Confidential Information to its own use or to the use of any third party. Confidential Information that is provided by one party to the other shall be used by the recipient only for the purpose for which it was provided, and access to it shall be restricted to individuals who require the information (or access to the information) to further that purpose. Without limiting any of the foregoing, each party agrees to take at least such precautions to protect the other party's Confidential Information as it takes to protect its own Confidential Information, and in any event shall take all precautions that are reasonably necessary to protect the security of the Client's Confidential Information. Consultant

17

further agrees that upon request of the Client it will return to Client all tangible items containing any of that party's Confidential Information, including all copies, abstractions and compilations thereof, without retaining any copies of the items required to be returned. The obligations of this paragraph extend to the employees, agents, affiliates and contractors of each party, and each party shall inform such persons of their obligations hereunder.

45. Notification obligation. Each party shall, upon learning of any unauthorized disclosure or use of the other party's

Confidential Information, notify such other party promptly and cooperate fully with such party to protect its Confidential Information.

46. Disclosure required by law. If either party believes it is required by law, by a subpoena, court order or open

records request to disclose any of the other party's Confidential Information, then prior to any disclosure it shall promptly notify the other party in writing attaching a copy of the subpoena, court order or other demand and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief.

47. Non-restricted information. Except as stated in the final sentence of this paragraph, nothing in this Agreement

shall be construed to restrict disclosure or use of information that: (a) was in the possession of or rightfully known by the recipient, without an obligation to maintain its confidentiality, prior to receipt from the other party; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by the receiving party without the participation of individuals who have had access to the other party's Confidential Information. The parties acknowledge that certain laws governing Confidential Information about individuals are more restrictive than the foregoing statements, and they agree to comply in all respects with such laws.

48. Computer system access. If Consultant will have access to any part of Client's computer system in the course of

performing under this Agreement, the provisions of this paragraph shall apply. Consultant agrees that each individual having such access: (a) will be assigned a separate log-in ID by Client and will use only that ID when logging on to Client's system; (b) will log-off Client's system immediately upon completion of each session of service; (c) will not allow other individuals to access Client’s computer system; and (d) will keep strictly confidential the log-in ID and all other information that enables such access. Consultant will promptly notify Client upon termination of employment or reassignment of personnel with access to Client's computer system so that login IDs may be changed and other necessary preventive measures may be taken by Client to prevent unauthorized access. If Client revises the requirements for access to its computer system, Consultant shall be notified of the changed or additional requirements and shall comply with them as a prerequisite to further access. Each individual who is to be allowed access to Client's computer system will be required by Client to read a summary of the conditions under which such access is allowed, and to sign that summary indicating they understand their responsibilities in connection with such access. Consultant understands and agrees that: (i) any access by Consultant personnel to Client's live environment is subject to monitoring by Client; and (ii) Consultant personnel will make no change to any Client system without Client's prior written approval for the specific change.

49. Remote access. If Consultant will have remote access to any part of Client's computer system in the course of

performing under this Agreement, the provisions of this paragraph shall apply in addition to all provisions of the paragraph titled "Computer system access". Consultant agrees: (a) to use only a remote access method approved by Client; (b) to provide Client with the full name of each individual who will have remote access to Client’s computer system and the phone number at which the individual may be reached during dial-in; (c) to ensure that any computer used by its personnel to remotely access Client's system will not simultaneously access the Internet or any other third party network while logged on to Client's system. In addition, Consultant warrants and agrees that its personnel will not remotely access Client's system from a networked computer unless the network is protected from all third party networks by a firewall that is maintained with all patches up to date by a 7x24 administrative staff. Said firewall must be certified by the International Computer Security Association (ICSA) (or an equivalent certification as determined by Client) if the connection to Client's network is an ongoing connection such as frame relay or Ti line.

50. Prohibition on publicity. Consultant may include the name Des Moines Water Works on a listing of Consultant's

clients, provided that such listing does not state or imply that Client endorses Consultant or its services. Otherwise, neither party may advertise or promote itself using the name, service mark or description of the other party without the written consent of the other party in the case of each such use.

51. Termination for convenience. Client may terminate a Statement of Work at any time by giving Consultant 5 days'

notice in writing of Client's intention to so terminate. Following the effective date of such termination and upon delivery to Client of all items required by this Agreement and the Statement of Work to be delivered by Consultant to Client upon termination, Client shall pay Consultant for services performed and reimbursable expenses incurred through the termination date. In the case of fixed price work, the amount paid for services performed shall be an equitable portion of the fixed price based on the amount of the fixed price work completed prior to termination. With respect only to a Statement of Work that is exclusively for training services, Consultant may terminate such Statement of Work for convenience by giving written notice to Client at least 20 business days before the date training was to begin.

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52. Cancellation for material breach. Either party may terminate any Statement of Work upon 15 days' written notice

to the other party if such other party has committed a material breach of its obligations under the Statement of Work (including the incorporated provisions of this Agreement), and such breach is not cured within the 15-day notice period. The commencement of bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against either party or the appointment of a receiver for all or substantially all of either party's assets shall be considered a material breach of this Agreement by such party.

53. Effect of termination. Termination or cancellation of a Statement of Work shall not terminate this Master

Agreement, and the parties shall remain free to enter into future Statements of Work pursuant to this Agreement. In addition, termination, cancellation or completion of a Statement of Work shall not relieve either party of any previously accrued obligations or of any obligations, which by their nature are intended to survive termination, cancellation or completion. Obligations which survive shall include but not be limited to obligations in connection with payment, warranties, Confidential Information and indemnification.

54. Dispute resolution. In the event of any dispute arising out of or relating to this Agreement, the parties agree to

attempt in good faith to resolve the dispute first by direct negotiation and then, if that is not successful, by mediation with a neutral third-party mediator acceptable to both parties. Mediation expenses will be shared equally by the parties.

55. Preliminary injunctive relief. A party may seek preliminary or temporary injunctive relief from a court if, in the

party's sole judgment, such action is necessary to avoid irreparable harm or to preserve the status quo. If a party seeks judicial injunctive relief as described in this paragraph, the parties shall continue to participate in good faith in the mediation process described above. Venue for any judicial proceeding arising out of this Agreement shall be in Polk County, Iowa, and any objections or defenses based on lack of personal jurisdiction or venue are hereby expressly waived.

56. Remedies not exclusive. Unless this Agreement expressly states that a remedy is exclusive, no remedy made

available under this Agreement is intended to be exclusive. 57. Non-waiver. No term or provision of this Agreement shall be deemed waived and no breach shall be deemed

excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other shall constitute consent to, waiver of, or excuse for any different or subsequent breach.

58. Partial invalidity. If any provision of this Agreement or any Statement of Work is held to be unenforceable, the

remaining provisions shall continue in full force and effect. The parties shall in good faith negotiate a mutually acceptable and enforceable substitute for the unenforceable provision, which substitute shall be as consistent as possible with the original intent of the parties.

59. Assignment. Neither party's rights or obligations under this Agreement (except the right to receive

money) shall be assigned or delegated without the written consent of the other party, except that either party may without such consent assign all of its rights and delegate all of its obligations under this Agreement to an entity: (a) which such party owns or controls; (b) which is owned or controlled by such party; or (c) which is under common ownership or control with such party. In addition, Client may without Consultant's consent assign its rights and delegate its obligations under this Agreement to an entity to which Client transfers substantially all of its assets relating to this Agreement. Any consent required by this paragraph shall not be unreasonably withheld, conditioned or delayed. In the case of any assignment permitted hereunder without the other party's consent, the assignor shall promptly notify the non-assigning party in writing of the assignment and shall include in its notice a statement of the facts that permit assignment without consent. Nothing in this paragraph shall restrict a party's right to transfer property to which it has obtained ownership rights under this Agreement.

60. Successors and assigns. This Agreement and each Statement of Work hereunder shall inure to the benefit of

and be binding upon the respective successors and assigns, if any, of the parties. Nothing in this paragraph shall be construed to permit any attempted assignment which would be unauthorized pursuant to any other provision of this Agreement.

61. Construction. The paragraph headings in this Agreement are for reference purposes only and shall not be deemed

a part of this Agreement. The wording used in this Agreement is the wording chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party.

62. Entire agreement; amendment. If Client’s standard purchase order form is provided to Consultant in connection

with this Agreement, the pre-printed terms and conditions on the back of that form shall be superseded by the terms of this Agreement. This Agreement, including the attached exhibit(s) referenced herein and the Statement(s) of Work entered into pursuant to this Agreement, constitute the entire agreement between the parties with respect to the consulting services to be provided by Consultant to Client. This Agreement may be altered only by a written amendment identified as such and signed by authorized personnel of both parties. All such amendments to this Agreement shall be binding on both parties despite any lack of consideration.

63. Governing law. This Agreement shall be governed by the laws of the state of Iowa, without reference to conflict of

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law principles. 64. Notices. All notices which are required by this Agreement to be in writing: (a) shall be delivered by hand, by

overnight courier, by facsimile, or by certified or registered mail, postage prepaid, return receipt requested; (b) shall be deemed given upon receipt by the transmitting party of machine confirmation of successful transmission of a facsimile to the correct facsimile number, or on the date of actual delivery when the written notice is not sent by facsimile; and (c) shall be directed to the contact persons listed below at the respective addresses or facsimile numbers listed below, or to such other contact person, address or facsimile number as was last designated in a written notice by that party for notices to itself. Notices to Client: Des Moines Water Works:

Des Moines Water Works Attn: Bill Stowe 2201 George Flagg Parkway Des Moines, IA 50321

Notices to Consultant: Asynerlytics, LLC:

THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY SIGNING BELOW AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY. CLIENT CONSULTANT

By: By.

Printed name: William Stowe Printed name:

Title: CEO & General Manager Title:

Date: Date:

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DMWW EAM v11 Upgrade and Implementation - Proposed Work Breakdown Structure

Task ID

Project Task Definition Resources Est.

Hours Rate Total

Phase 1: EAM v11 Upgrade

1.1.0 Upgrade v11 Test Environment

Create new Test Environment (copy of current Production database) upgraded to the current v11 version and patch level.

EAM Technical Integrator

24 $170.00 $

4,080.00

1.2.0 Review current outstanding issues log (Footprints)

Identify existing issues that can be resolved during the EAM v11 upgrade. Maintain open log after upgrade is complete. Not all Footprints items will be resolved, a plan will be developed for all Footprints items.

PM/EAM Functional Consultant

64 $170.00 $

10,880.00

1.3.0 v11 Workshops

Core team introduction to v11. Review changes to user interface and design incorporated in v11. Develop initial punch list of configuration changes and user training required for v11 upgrade. (Only existing functionality and required User Interface changes are to be reviewed in this phase.)

EAM Functional Consultant

32 $170.00 $

5,440.00

1.4.0 Functional Testing Core team tests EAM configuration to verify sustainment of current v10.1 EAM functional use cases.


32 $170.00 $

5,440.00

1.5.0 Integration Testing Core team tests EAM / PeopleSoft integration to verify sustainment of current v10.1 integration.

DMWW

1.5.0 Infor EAM Administrator Training

Administrator training for system admins and power users. Detailed agenda to be developed in collaboration with DMWW IT.


32 $170.00 $ 5,440.00

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1.6.0 S.O.P. Development/Updates

Modify existing SOPs to v11, including text and images as required.


40 $170.00 $6,800.00

1.7.0 Cutover Plan Development

Develop cutover plan to manage the upgrade process and cutover to v11 production environment,

Project Manager, QA

32 $180.00 $5,760.00

1.8.0 Infor EAM Role Based Training

Functional training for EAM users community, by role.


64 $170.00 $10,880.00

1.9.0 Custom Report Development (v11)

Time allotment for development of additional custom reports required by Water Production.


80 $170.00 $13,600.00

1.10.0 Upgrade v11 Production Environment

Technical upgrade of Production EAM environment EAM Technical Integrator

32 $170.00 $5,440.00

1.11.0 Go-Live Assistance for Water Production and Stores

On-site go live assistance to support user community during the cutover process


32 $170.00 $5,440.00

1.12.0 Phase 1 PM and QA Review

PM review time to be utilized throughout this phase.

Project Manager, QA

64 $180.00 $11,520.00

Total $ 90,720.00

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Phase 2: Water Production and Central Stores - v11 Enhancements

2.1.0

Water Production & Central Stores/Purchasing EAM Functional Review

Assess current use of EAM by WP staff. Document, categorize and prioritize "minor enhancements" (configuration changes) which would improve usability.


64 $170.00 $10,880.00

2.2.0 v11 Safety Management Module

Prototype the v11 Safety functionality with core WP team. Document use cases and SOPs for Safety Management module.


24 $170.00 $ 4,080.00

2.3.0 Safety Management and minor enhancement testing

Test v11 Safety Management config (2.2.0) and minor enhancements (2.1.0).


16 $170.00 $ 2,720.00

2.4.0

v11 Safety Management Release and minor enhancement release

Migrate approved Safety Management (and minor enhancements identified in 2.1.0) configuration and components to PRD.


32 $170.00 $ 5,440.00

2.5.0 Go-Live Assistance for Water Production

On-site support for go-live of v11 Enhancements. EAM Functional Consultant

24 $170.00 $ 4,080.00

2.6.0 Central Stores Barcode Module

Implementation and Training for Infor EAM "Barcode" module (label generation and printing).


24 $170.00 $ 4,080.00

2.7.0 Central Stores EAM Mobility

Implement EAM mobile for storeroom transactions (Issues, Cycle Counts, Pick Ticket Fulfillment)


64 $170.00 $10,880.00

2.8.0 Central Stores Barcode and Mobility Release

Migrate EAM Barcode and Mobility configuration and components to PRD


24 $170.00 $ 4,080.00

2.9.0 Go-live assistance for Central Stores

On-site support for go-live of mobility and barcoding for central stores.


24 $170.00 $ 4,080.00



Project Manager, QA

80 $180.00 $14,400.00

14 | P a g e

Total $ 64,720.00

Phase 3: GIS

3.1.0 Infor EAM - ESRI planning & design

Understand current configuration and use within current ArcGIS schema. Develop project plan around configuration and determine maintenance workflows to support integration. (Manual push, Auto-Push / Auto Sync or Auto-Push / Manual Sync)


62 $170.00 $10,540.00

3.2.0 Infor EAM Configuration

Infor EAM Profile setup for DMWW selected feature classes and attributes that will be pushed to EAM


40 $170.00 $ 6,800.00

3.3.0 GIS Configuration Map feature classes and attributes to the types of equipment (profiles) in EAM

DMWW $170.00 $ -

3.4.0 EAM/GIS Mapping Test Mapping Feature Attribute tests. Use Infor Extensions in ArcMap to test the workflow method identified in 3.1.0


32 $170.00 $ 5,440.00

3.5.0 EAM Hierarchy and Synchronization Test

Test synchronize equipment records and attributes from ArcMap to the EAM test environment


32 $170.00 $ 5,440.00

3.6.0 S.O.P. Development Stratum will assist DMWW in the preparation of SOP documentation which will form the basis of testing and application training documentation.


24 $170.00 $ 4,080.00

15 | P a g e

3.7.0 Infor EAM GIS Training Stratum will assist DMWW in training of the core group and the functionality of EAM GIS capabilities.


32 $170.00 $ 5,440.00

3.8.0 User Acceptance

Stratum works with DMWW Team to execute SOP test scripts against configured environment. Minor refinements, updates and retest iterations as required regarding EAM and GIS functionality.


24 $170.00 $ 4,080.00

3.9.0

Migrate configuration to Infor EAM Production and ESRI Production environments

Stratum works with DMWW EAM Champion to perform required site data conversions and system configurations.


32 $170.00 $ 5,440.00

3.10.0 Go-Live Assistance Stratum provides EAM go-live assistance. This is designed to help the site become acclimated to new EAM / GIS functions and process activities.


24 $170.00 $ 4,080.00


Determine whether all the planning activities and tasks have been successfully completed and request approval to proceed. If any critical project risk or high priority issues were identified in the kick off phase, document them on the appropriate logs for follow up.

Project Manager, QA

40 $180.00 $ 7,200.00

Total $ 58,540.00

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Phase 4: Distribution

4.1.0 "As-Is" Discovery - Distribution

Review Distribution "as is" processes, personnel, documentation, systems, data and organizational elements. Attend meetings and interviews with Management and Maintenance Shops as required. Develop role based flow charts to describe major as-is work processes per the following outline or as agreed: a. Work Management i. Data Structures ii. Work Initiation & Control iii. Work Planning iv. MRO Supply Chain Coordination v. Work Scheduling vi. Shutdown Coordination vii. Work Completion viii. Asset Reliability b. MRO Materials Management i. Data Structures ii. Storage Facilities & Equipment iii. Storeroom Operations iv. User Coordination v. Inventory Management


96 $170.00 $16,320.00

4.2.0 EAM Test Environment Preparation

Prepare prototype/test environment as to support data migration efforts


40 $170.00 $ 6,800.00

4.3.0 Work Shop Sessions

Stratum will lead work groups through functionality sessions for their respective areas. Each group will have the opportunity to work with a prototype configuration of EAM, utilizing their own data to validate whether functional requirements are being met. Time is included in this task for documentation of all refinements and configuration decisions. EAM GIS Functionality for work


64 $170.00 $10,880.00

17 | P a g e

management and asset map locations will be included.

4.4.0 Distribution Test System Configuration

Configure Test instance based on outcome of Workshops and core team input.


80 $170.00 $13,600.00

4.5.0 SOP Development Stratum will assist DMWW in the preparation of SOP documentation which will form the basis of testing and application training documentation.


80 $170.00 $13,600.00

4.6.0 Unit/System Testing

Based on workshop feedback, Stratum and DMWW prepare Test or Development environment and conduct Unit Testing exercises for all defined roles based on SOP. System and Load testing are performed in alignment with model defined work processes and data requirements.


64 $170.00 $10,880.00

4.7.0 Develop EAM Reports for Distribution

Allotment of hours for Distribution custom report development.


80 $170.00 $13,600.00

4.8.0 Process and Infor EAM Training (Role Based)

Stratum assists DMWW (trainers) with end user process and EAM training by role.


240 $170.00 $40,800.00

4.9.0 EAM Production Environment Preparation



40 $170.00 $ 6,800.00

4.10.0 Distribution Go-Live Support

Stratum provides EAM go-live assistance. This is designed to help the site become acclimated to new EAM functions and process activities.


72 $170.00 $12,240.00

4.11.0 Additional follow-up training if needed

Stratum will assist DMWW with high level EAM system training to site Implementation Team and Trainers if needed.


40 $170.00 $ 6,800.00

18 | P a g e



Project Manager, QA

160 $180.00 $28,800.00

Total $ 181,120.00

Phase 5: Fleet & Grounds

5.1.0 "As-Is" Discovery - Fleet & Grounds

Review Fleet & Grounds "as is" processes, personnel, documentation, systems, data and organizational elements. Attend meetings and interviews with Management and Maintenance Shops as required. Develop role based flow charts to describe major as-is work processes per the following outline or as agreed: a. Work Management i. Data Structures ii. Work Initiation & Control iii. Work Planning iv. MRO Supply Chain Coordination v. Work Scheduling vi. Shutdown Coordination vii. Work Completion viii. Asset Reliability b. MRO Materials Management i. Data Structures ii. Storage Facilities & Equipment iii. Storeroom Operations iv. User Coordination v. Inventory Management


64 $170.00 $10,880.00

19 | P a g e

5.2.0 Data Review and Analysis

Review VMRS Access database, extract needed information, identify required data modification and remediation. Prepare templates, and cleanse for Import into EAM. (Equipment Master, Trades, PM Schedules, etc.)


40 $170.00 $ 6,800.00

5.3.0 EAM Test Environment Preparation



40 $170.00 $ 6,800.00

5.4.0 Test Data Review

Review Data extracted and cleansed from VMRS. This information will be stored into an implementation master spreadsheet and uploaded via the Infor EAM 11 Upload Utility. Some data elements cannot be uploaded via the upload utility and may need to be hand entered or loaded via Flex SQL scripts.


24 $170.00 $ 4,080.00

5.5.0 Develop Data Mapping Prepare prototype/test environment as to support data migration efforts


16 $170.00 $ 2,720.00

5.6.0 Validate data load process

Stratum & DMWW will validate and Q/A migrated data.


8 $170.00 $ 1,360.00

5.7.0 Document data load process

Stratum & DMWW will document the data load process in preparation for final testing and go live activities.


16 $170.00 $ 2,720.00

5.8.0 Test Data Migration

Sample sets of existing client data (i.e., Equipment Master) and Work Management Model defined codes will be migrated into or configured within Infor EAM. This data will be utilized during workshop sessions and User Acceptance Training (UAT).


16 $170.00 $ 2,720.00

5.9.0 Work Shop Sessions

Stratum will lead work groups through functionality sessions for their respective areas. Each group will have the opportunity to work with a prototype configuration of EAM, utilizing their own data to validate whether functional requirements are being met. Time is included in this task for


64 $170.00 $10,880.00

20 | P a g e

documentation of all refinements and configuration decisions.

5.10.0 SOP Development Stratum will assist DMWW in the preparation of SOP documentation which will form the basis of testing and application training documentation.


40 $170.00 $ 6,800.00

5.11.0 Unit/System Testing



64 $170.00 $10,880.00

5.12.0 Develop EAM Reports for Fleet & Grounds



40 $170.00 $ 6,800.00

5.13.0 Process and Infor EAM Training (Role Based)



64 $170.00 $10,880.00

5.14.0 EAM Production Environment Preparation



40 $170.00 $ 6,800.00

5.15.0 Fleet & Grounds Go-Live Support



72 $170.00 $12,240.00

5.16.0 Additional follow-up training if needed



40 $170.00 $ 6,800.00



Project Manager, QA

80 $180.00 $14,400.00

21 | P a g e

Total $124,560.00

Phase 6: Close Punch List, Final Acceptance & Lessons Learned

6.1.0 Finalize all activities across the Project Phases

Stratum and Project Team will review all prior information from the previous phase reviews to ensure that all project work is complete and targets have been met.

Project Manager, QA, EAM Functional Consultant

40 $180.00 $ 7,200.00

6.2.0 Lessons Learned

Stratum and Project Team will record Lessons Learned from all Phases of the Project and stored in a DMWW knowledgebase. (File server or SharePoint server)

Project Manager, QA, EAM Functional Consultant

40 $180.00 $ 7,200.00

6.3.0 Close Project Formally close project with approval from DMWW Steering Team

Project Manager, QA

24 $180.00 $ 4,320.00

Total $ 18,720.00

Grand Total $538,380.00

Exhibit A Friday, June 13, 2014

STATEMENT OF WORK

1 | P a g e

Client Information

Company/Entity DMWW – Des Moines Water Works

Contact /Approver Name Doug Oscarson

Phone Number 515.283.8708

Email Address [email protected]

Prepared by: Eric K. Faith, PMP Stratum Consulting Partners, Inc. 812.965.6773 [email protected]

General Requirements and Objective

Stratum Consulting Partners (SCP) consultants will work with Des Moines Water Works (DMWW) IT Personnel and Subject Matter Experts during discovery, system development and deployment of the Infor EAM v11 asset management system.

Phase 1: Infor EAM upgrade Task 1.1 – Upgrade v11 Test Environment

Create new Test Environment (copy of current Production database) upgraded to the current v11 version and patch level.

Task 1.2 – Review current outstanding issues log (Footprints)

Identify existing issues that can be resolved during the EAM v11 upgrade. Maintain open log after upgrade is complete. Not all Footprints items will be resolved, a plan will be developed for all Footprints items.

Task 1.3 – v11 Workshops

Core team introduction to v11. Review changes to user interface and design incorporated in v11. Develop initial punch list of configuration changes and user training required for v11 upgrade. (Only existing functionality and required User Interface changes are to be reviewed in this phase.)

Task 1.4 – Functional Testing

Core team tests EAM configuration to verify sustainment of current v10.1 EAM functional use cases.

Task 1.5 – Infor EAM Administrator Training

Administrator training for system admins and power users. Detailed agenda to be developed in collaboration with DMWW IT.

Task 1.6 – Modify existing SOPs to v11, including text and images as required.

Modify existing SOPs to v11, including text and images as required.


STATEMENT OF WORK

2 | P a g e

Phase 1: Infor EAM upgrade Task 1.7 – Cutover Plan Development

Develop cutover plan to manage the upgrade process and cutover to v11 production environment,

Task 1.8 – Infor EAM Role Based Training

Functional training for EAM user community, by role.

Task 1.9 – Custom Report Development (v11)

Time allotment for development of additional custom reports required by Water Production.

Task 1.10 – Upgrade v11 Production Environment

Technical upgrade of Production EAM environment

Task 1.11 – Go-Live Assistance for Water Production and Stores

On-site go live assistance to support user community during the cutover process

Task 1.12 – Phase 1 PM and QA Review


Phase 2: Water Production & Central Stores – v11 Enhancements Task 2.1 – Water Production & Central Stores/Purchasing EAM Functional Review

Assess current use of EAM by WP staff. Document, categorize and prioritize "minor enhancements" (configuration changes) which would improve usability.

Task 2.2 – v11 Safety Management Module

Prototype the v11 Safety functionality with core WP team. Document use cases and SOPs for Safety Management module.

Task 2.3 – Safety Management and minor enhancement testing

Test v11 Safety Management config (2.2.0) and minor enhancements (2.1.0).

Task 2.4 – v11 Safety Management Release and minor enhancement release

Migrate approved Safety Management (and minor enhancements identified in 2.1.0) configuration and components to PRD.

Task 2.5 – Go-Live Assistance for Water Production

On-site support for go-live of v11 Enhancements.

Task 2.6 – Central Stores Barcode Module


STATEMENT OF WORK

3 | P a g e

Phase 2: Water Production & Central Stores – v11 Enhancements Implementation and Training for Infor EAM "Barcode" module (label generation and printing).

Task 2.7 – Central Stores EAM Mobility

Implement EAM mobile for storeroom transactions (Issues, Cycle Counts, Pick Ticket Fulfillment)

Task 2.8 – Central Stores Barcode and Mobility Release

Migrate EAM Barcode and Mobility configuration and components to PRD

Task 2.9 – Go-live assistance for Central Stores

On-site support for go-live of mobility and barcoding for central stores.



Phase 3: GIS

Task 3.1 – Infor EAM - ESRI planning & design

Understand current configuration and use within current ArcGIS schema. Develop project plan around configuration and determine maintenance workflows to support integration. (Manual push, Auto-Push / Auto Sync or Auto-Push / Manual Sync)

Task 3.2 – Infor EAM Configuration

Infor EAM Profile setup for DMWW selected feature classes and attributes that will be pushed to EAM

Task 3.4 – EAM/GIS Mapping Test

Mapping Feature Attribute tests. Use Infor Extensions in ArcMap to test the workflow method identified in 3.1.0

Task 3.5 – EAM Hierarchy and Synchronization Test

Test synchronize equipment records and attributes from ArcMap to the EAM test environment

Task 3.6 – S.O.P. Development

Stratum will assist DMWW in the preparation of SOP documentation which will form the basis of testing and application training documentation.

Task 3.7 – Infor EAM GIS Training

Stratum will assist DMWW in training of the core group and the functionality of EAM GIS capabilities.

Task 3.8 – User Acceptance

Stratum works with DMWW Team to execute SOP test scripts against configured environment. Minor refinements, updates and retest iterations as required regarding EAM and GIS functionality.


STATEMENT OF WORK

4 | P a g e

Phase 3: GIS Task 3.9 – Migrate configuration to Infor EAM Production and ESRI Production environments


Task 3.10 – Go-Live Assistance

Stratum provides EAM go-live assistance. This is designed to help the site become acclimated to new EAM / GIS functions and process activities.



Phase 4: Distribution

Task 4.1 – "As-Is" Discovery - Distribution

Review Distribution "as is" processes, personnel, documentation, systems, data and organizational elements. Attend meetings and interviews with Management and Maintenance Shops as required. Develop role based flow charts to describe major as-is work processes per the following outline or as agreed:

a. Work Management i. Data Structures ii. Work Initiation & Control iii. Work Planning iv. MRO Supply Chain Coordination v. Work Scheduling vi. Shutdown Coordination vii. Work Completion viii. Asset Reliability

b. MRO Materials Management i. Data Structures ii. Storage Facilities & Equipment iii. Storeroom Operations iv. User Coordination v. Inventory Management

Task 4.2 – EAM Test Environment Preparation


Task 4.3 – Work Shop Sessions


STATEMENT OF WORK

5 | P a g e

Stratum will lead work groups through functionality sessions for their respective areas. Each group will have the opportunity to work with a prototype configuration of EAM, utilizing their own data to validate whether functional requirements are being met. Time is included in this task for documentation of all refinements and configuration decisions. EAM GIS Functionality for work management and asset map locations will be included.

Task 4.4 – Distribution Test System Configuration

Configure Test instance based on outcome of Workshops and core team input.

Task 4.5 – SOP Development

Stratum will assist DMWW in the preparation of SOP documentation which will form the basis of testing and application training documentation.

Task 4.6 – Unit/System Testing


Task 4.7 – Develop EAM Reports for Distribution


Task 4.8 – Process and Infor EAM Training (Role Based)


Task 4.9 – EAM Production Environment Preparation


Task 4.10 – Distribution Go-Live Support


Task 4.11 – Additional follow-up training if needed





STATEMENT OF WORK

6 | P a g e

Phase 5: Fleet & Grounds

Task 5.1 – As-Is" Discovery - Fleet & Grounds

Review Fleet & Grounds "as is" processes, personnel, documentation, systems, data and organizational elements. Attend meetings and interviews with Management and Maintenance Shops as required. Develop role based flow charts to describe major as-is work processes per the following outline or as agreed:

a. Work Management i. Data Structures ii. Work Initiation & Control iii. Work Planning iv. MRO Supply Chain Coordination v. Work Scheduling vi. Shutdown Coordination vii. Work Completion viii. Asset Reliability

b. MRO Materials Management i. Data Structures ii. Storage Facilities & Equipment iii. Storeroom Operations iv. User Coordination v. Inventory Management

Task 5.2 – Data Review and Analysis

Review VMRS Access database, extract needed information, identify required data modification and remediation. Prepare templates, and cleanse for Import into EAM. (Equipment Master, Trades, PM Schedules, etc.)

Task 5.3 – EAM Test Environment Preparation


Task 5.4 – Test Data Review

Review Data extracted and cleansed from VMRS. This information will be stored into an implementation master spreadsheet and uploaded via the Infor EAM 11 Upload Utility. Some data elements cannot be uploaded via the upload utility and may need to be hand entered or loaded via Flex SQL scripts.

Task 5.5 – Develop Data Mapping


Task 5.6 – Validate data load process

Stratum & DMWW will validate and Q/A migrated data.

Task 5.7 – Document data load process

Stratum & DMWW will document the data load process in preparation for final testing and go live activities.

Task 5.8 – Test Data Migration


STATEMENT OF WORK

7 | P a g e

Phase 5: Fleet & Grounds Sample sets of existing client data (i.e., Equipment Master) and Work Management Model defined codes will be migrated into or configured within Infor EAM. This data will be utilized during workshop sessions and User Acceptance Training (UAT).

Task 5.9 – Work Shop Sessions

Stratum will lead work groups through functionality sessions for their respective areas. Each group will have the opportunity to work with a prototype configuration of EAM, utilizing their own data to validate whether functional requirements are being met. Time is included in this task for documentation of all refinements and configuration decisions.

Task 5.10 – SOP Development


Task 5.11 – Unit/System Testing


Task 5.12 – Develop EAM Reports for Fleet & Grounds


Task 5.13 – Process and Infor EAM Training (Role Based)


Task 5.14 – EAM Production Environment Preparation


Task 5.15 – Fleet & Grounds Go-Live Support


Task 5.16 – Additional follow-up training if needed





STATEMENT OF WORK

8 | P a g e

Phase 6: Close Punch List, Final Acceptance & Lessons Learned Task 6.1 – Finalize all activities across the Project Phases

Stratum and Project Team will review all prior information from the previous phase reviews to ensure that all project work is complete and targets have been met.

Task 6.2 – Lessons Learned

Stratum and Project Team will record Lessons Learned from all Phases of the Project and stored in a DMWW knowledgebase. (File server or SharePoint server)

Task 6.3 – Close Project

Formally close project with approval from DMWW Steering Team

Deliverables

Infor EAM Upgrade v11

Upgrade Test, Dev and Production from 10.1 to Infor EAM v11 Review “Footprint” items from DMWW issues log. Maintain open log after upgrade Infor EAM v11 System Admin Training S.O.P. Updates Role Based Training

Water Production and Central Stores – v11 Enhancements

Prototype of the Infor EAM v11 Safety functionality. Once approved, implement into production Implementation of barcode module for central stores Implementation of Infor EAM mobile for central stores

Infor EAM – GIS

Configuration of Infor EAM v11 to support GIS integration Synchronize identified records and attributes from ArcMap to Infor EAM v11

Infor EAM – Distribution

Review Distribution As-Is processes and documentation pertaining to Work and MRO. Interviews with management, maintenance shops, storerooms, etc. Infor EAM v11 configuration to support Distribution

Infor EAM – Fleet & Grounds

Review Distribution As-Is processes and documentation pertaining to Work and MRO. Interviews with management, maintenance shops, storerooms, etc. Infor EAM v11 configuration to support Distribution


STATEMENT OF WORK

9 | P a g e

Specific Exclusions from this Statement of Work

It is assumed that some of this work will be performed via VPN connection or Remote Desktop from Stratum offices. Travel and living costs are not included in this quote.

Change Requests

For any requested work not otherwise described in this statement of work, or for additional modifications beyond the deliverables stated herein, a change request (“Change Order”) may be requested. Such Change Order will describe the additional requirements or requested work and deliverables, along with the additional labor charges for performance of the work. This change order would be mutually agreed upon by the parties.


STATEMENT OF WORK

10 | P a g e

Delivery Estimates upon approval of Statement Of Work

Estimated Timeframe for Engagement:

July 7, 2014 – November 20, 2015

Estimated Delivery Date:

Approximately 30 days from receipt of Purchase Order, notice to proceed, and VPN login credentials.

Comments

Thank you for the opportunity to provide this Statement of Work.

ACCEPTANCE AND APPROVAL OF STATEMENT OF WORK

Approver Name:

Title:

Signature:

Date:

PO or Contract Number:

11

MASTER CONSULTING SERVICES AGREEMENT

Consultant: Stratum Consulting Partners, Inc. The parties to this Master Consulting Services Agreement ("Agreement") are Stratum Consulting Partners, Inc., identified above as Consultant ("Consultant"), and the Board of Water Works Trustees of the City of Des Moines Water Works, Iowa, ("Client"). For identification purposes, the date of this Agreement is the date it is signed by Client. The purpose of this Agreement is to set forth the terms and conditions under which Consultant will perform services for Client. 1. Client. "Client" means The Board of Water Works Trustees of the City of Des Moines, Iowa, also known as the Des

Moines Water Works, and affiliates, as they exist from time to time. If this Agreement is assigned by Client, "Client" shall mean the assignee entity and its direct and indirect parents, subsidiaries and affiliates, as they exist from time to time.

2. Statement of work. For each engagement under this Agreement, the services to be performed by Consultant at

Client's request will be described in a statement of work (“Statement of Work"). Each Statement of Work and each amendment thereto must be signed by both parties and must state that it is made pursuant to this Agreement. Each Statement of Work shall constitute a separate agreement which incorporates the terms and provisions of this Master Consulting Services Agreement. The provisions of this Agreement shall control over any conflicting provisions in a Statement of Work, except to the extent that a provision of this Master Consulting Services Agreement specifically states that a Statement of Work may provide different terms. A Statement of Work may contain additional terms, provided that the terms do not conflict with the provisions of this Agreement.

3. Computer code. If any Statement of Work made pursuant to this Agreement requires the Consultant to prepare and

deliver computer code, such code shall be free from Harmful Code and shall be Year 2000 Compliant, and the deliverables shall include fully documented source code as well as any required compiled object code.

“Harmful Code” shall mean any computer code, programing instruction, or set of instructions, that damages, interferes with, or otherwise adversely affects the function, integrity or security of any computer programs, data files or hardware or without the consent or intent of the computer user.

“Year 2000 Compliant” shall mean that a system shall: (i) correctly record, store, process and present calendar dates falling on or after January 1, 2000, or on any leap year, with the same performance and functionality, as it records, stores, processes and presents calendar dates falling on or before December 31, 1999, (ii) lose no performance or functionality, nor generate invalid or incorrect results, due to the input, storage, recording or processing of dates falling on or after January 1, 2000, (iii) include indication of the correct century and four-digit year designation in all date fields, date-related user interface functionality’s and date-related functions and (iv) be interoperable, for such purposes, with other software, hardware, firmware and middleware used by Client which may deliver information or dates, receive information or dates, or interact in the course of processing dates.

4. Deliverables. The term "Deliverables" as used in this Agreement shall mean any and all written and electronic

materials and other items which are to be furnished to Client by Consultant as provided in a Statement of Work.

5. Term and termination. Each Statement of Work shall take effect when signed by both parties. The actual provision

of consulting services shall begin on the date specified in the Statement of Work, which may or may not be the same as the effective date. Each Statement of Work will continue in effect until terminated by Client in accordance with the paragraph of this Agreement titled "Termination for convenience", but in the absence of such a termination for convenience: (a) if a Statement of Work specifies a term of months or a specific termination date, that Statement of Work shall automatically terminate upon expiration of the Initial Term (defined as the period beginning on the Start Date and ending on the specified termination date or at the end of the specified number of months) unless the Statement of Work is renewed in accordance with the paragraph below titled "Renewal"; or (b) if the consulting services consist of completing specified tasks or Deliverables and no term of months or termination date is specified in the Statement of Work, the Statement of Work shall automatically terminate upon completion of all tasks and final acceptance or non-acceptance of all Deliverables specified in that Statement of Work.

6. Renewal. A Statement of Work with an Initial Term may be renewed by Client for an additional term ("Renewal

Term"), and subsequently for additional Renewal Terms, upon written notice to Consultant on or before the expiration date of the then-current term. Each Renewal Term shall begin upon expiration of the prior term and shall have the duration specified in Client's notice, which shall not exceed 12 months without Consultant's written consent.

12

7. Fees. Each Statement of Work shall specify all fees and other charges that Client will pay Consultant for the consulting services to be rendered pursuant to that Statement of Work, and shall specify whether fees will be on a time- and-materials basis, a fixed price basis, or a combination of both.

8. Time-and-materials basis. If any services under a Statement of Work will be performed on a time-and-materials

basis, the Statement of Work shall specify which services will be performed on that basis and shall contain Consultant's best estimate of the total charges to Client for all such work. Consultant shall promptly notify Client in writing when 75% of that estimate has been reached, and shall also report to Client at least every 2 weeks throughout the engagement the total time-and-materials charges incurred to date. If a Statement of Work sets forth a maximum dollar amount for services to be performed on a time-and-materials basis, that amount shall, in the absence of Client's written agreement to the contrary, be the maximum payable for all time-and-materials services under the Statement of Work even if the number of hours worked would otherwise result in a higher amount. In addition, for all time-and-materials work: (a) the Statement of Work shall state the hourly or daily rate for each individual who may perform services on a time- and-materials basis and shall include a list of the materials that will be charged to Client and the current cost to Consultant for such materials; (b) rates for services will be no higher than the lowest rate charged to any other client of Consultant within the 6 months preceding the signing of the Statement of Work for the services of the same or similarly qualified individual; (c) Client shall not be billed a higher rate for services performed on holidays or weekends unless Client's project coordinator requested in writing that services be performed on those days; and (d) Consultant shall use its best efforts to complete each assigned task in as economical a manner as possible and to minimize charges incurred for time and materials to the maximum extent possible, consistent with Consultant's other obligations under the Statement of Work. Invoices for all work performed on a time-and-materials basis shall be issued monthly, and shall state the total number of hours actually worked during the invoice period by each person whose services are being charged to Client.

9. Rate commitments. As an inducement for Client to enter into Statements of Work under this Agreement,

Consultant may from time to time provide Client with a commitment letter, signed by an authorized Consultant representative, setting forth the maximum rates Consultant will charge to Client for time-and- materials services performed under all Statements of Work during specified time periods ("Rate Commitment Letter"). Nothing in this Agreement obligates Consultant to provide any Rate Commitment Letter to Client, but Consultant will be bound by the commitments set forth in any such letter.

10. Time and materials rate increases. Consultant may increase its time-and-materials rates for a given Statement of

Work or project only in accordance with the terms of this paragraph; provided, however, that the maximum rates specified in a Rate Commitment Letter shall operate as a limit on any rate increases that would otherwise be allowable under this paragraph. After a Statement of Work has been in effect for 12 months, through renewals or otherwise, Consultant may increase its time-and-materials rates for some or all rate categories upon 30 days' advance written notice to Client. Consultant may send a rate increase notice for a given Statement of Work no more frequently than once every 12 months. No increase in any rate category shall be more than 3% of the rates for the same category that were in effect immediately preceding the effective date of the rate increase. When the parties enter into a series of Statements of Work in connection with a single project which involves time-and-materials rates: (a) the name of the project will be specified in each Statement of Work for the project; (b) time and materials rates will be specified only in the initial Statement of Work for the project; and (c) all Statements of Work for the project shall be treated as a single Statement of Work for purposes of allowing Consultant to make time- and-materials rate increases under the provisions of this paragraph.

11. Fixed price basis. If any services under a Statement of Work will be performed on a fixed price basis, the

Statement of Work shall state a fixed price which shall include all labor and materials required to complete the entire Statement of Work (or the entire fixed price portion of the Statement of Work, as applicable). Invoices for work performed on a fixed price basis shall be issued as provided in the Statement of Work.

12. Change orders. A Statement of Work shall describe the work to be performed and may contain a list of

assumptions on which delivery dates or fixed or maximum prices are based. If the scope of the project or assumptions change during the course of the engagement, the changes shall be described in a change order to be signed by both parties. The change order shall also set forth any changes to delivery dates and/or fixed or maximum prices that the parties agree are fair in light of the changed scope or assumptions.

13. Incentives. A Statement of Work may contain incentives for completing work on or before specified dates. Such

incentives may be in the form of a bonus to be paid by Client to Consultant for early completion and/or liquidated damages to be paid by Consultant to Client in the event of late completion. Client shall have the right to offset such liquidated damages against amounts it otherwise owes Consultant. The parties agree that in cases where the Statement of Work sets forth liquidated damages for late completion, it would be extremely difficult to determine the amount of actual damages resulting from late completion, but that the amount specified in the Statement of Work is a reasonable approximation of such damages and is not a penalty.

14. Travel, meal and lodging expenses. If a Statement of Work specifies that Client is to pay Consultant's expenses

for travel, meals and lodging, Client shall reimburse Consultant for actual, necessary and reasonable expenses for: (a) travel by non-local Consultant personnel to a site specified by Client to perform services under a Statement of

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Work; and (b) meals and lodging for such non-local personnel while performing such services. Such expenses shall not include rental cars unless approved in advance and in writing by Client, and shall not under any circumstances include airfare other than coach. Client will not be billed for travel time.

15. Taxes. No charges shall be made to Client for taxes. Payments to Consultant by Client may be reported to taxing

authorities on Form 1099.

16. Invoices. Client shall not be billed or be liable for any charges other than those described and authorized in the Statement of Work, in this Agreement or in a subsequent writing signed by Client. Each invoice must clearly indicate the services, materials and expenses for which Client is being charged, and must include an invoice number, the time period covered by the invoice, and sufficient detail to allow Client to determine the accuracy of the invoice. Client shall be billed only for services actually performed and for expenses actually incurred. Invoices for any allowable travel, meal or lodging expenses must include itemization of each expense, as well as documentation of amounts actually paid for each item exceeding $25. If the Statement of Work lists specific additional items or categories of information that must be included on Consultant's invoices, that information shall be provided. Except to the extent Client has the right to withhold payment pursuant to an express provision of this Agreement or a Statement of Work, timely invoices shall be paid within 30 days after the later of: (a) the invoice date; or (b) the date Client receives a correct paper invoice or a correct electronic invoice file in a format that meets Client's electronic invoicing requirements.

17. Address for invoices. All invoices shall be sent to Douglas Oscarson, Project Manager, Des Moines Water

Works, 2201 George Flagg Parkway, Des Moines, Iowa 50321. Consultant agrees not to send duplicate invoices to any other persons or departments within Client.

18. Disputed invoices. Consultant shall use commercially reasonable efforts to ensure the accuracy of invoices.

Client will provide written notification of any disputed invoice within 60 days after receipt, and shall have an additional 30 days in which to resolve the dispute with Consultant and pay the agreed-upon amount. The parties agree to use commercially reasonable efforts to resolve the disputed items within the 30-day additional time period.

19. Client's responsibilities. In connection with each Statement of Work, Client shall: (a) designate one employee

of Client as a project manager who shall be Consultant's primary point of contact for all questions and issues relating to the engagement; (b) provide Consultant with access to Client's facilities during Client's normal business hours and otherwise as requested by Consultant and approved in advance by Client in order to facilitate Consultant's ability to timely perform the services outlined in the Statement of Work; (c) provide Consultant with such working space and access to telephones, photocopying equipment and the like as Consultant may reasonably request while on Client's premises; (d) provide such Client information and data as is reasonably necessary to enable Consultant to perform its obligations; and (e) perform such other duties and tasks as may be specifically identified as Client obligations in a Statement of Work, or as may be otherwise agreed upon in writing by Client and Consultant. Client shall have no obligations which it must perform as a condition of the full and timely performance by Consultant of its obligations under a Statement of Work, except for those obligations specifically identified as Client obligations in a writing signed by Client.

20. Client-owned items. If Client provides for Consultant's use in connection with a Statement of Work any

hardware, software or other items which are owned, leased or licensed by Client, no title to any such items shall pass to Consultant, and Consultant shall return all such items to Client upon conclusion of the engagement. Consultant agrees to use such items in a manner consistent with their intended use and to exercise at least the same degree of care in their use as it does with its own similar items, but in no event less than reasonable care.

21. Training services and materials. Consultant may provide training services either as part of a Statement of Work

that includes other services, or under a Statement of Work that is exclusively for training services. Each such Statement of Work shall specify the location of the training. If training is to be performed other than at Consultant's site, Client shall provide training facilities consisting of a suitable room and such equipment as the Statement of Work states will be provided by Client. If training is to be performed at Consultant's site, Consultant shall be responsible for all training facilities and equipment unless and to the extent the Statement of Work specifically states otherwise. Any written training materials (whether in the form of software or printed materials) provided to Client in connection with any training shall be considered Deliverables under this Agreement, whether or not the materials are specifically mentioned in the Statement of Work. Training materials provided by Consultant may be used and copied as needed at any time by Client in the ordinary course of business. Client shall not sell or otherwise provide the training materials or any copies of them to third parties, and shall not use them to provide training to third parties in competition with Consultant. All copyright and other proprietary right notices appearing on the training materials furnished by Consultant shall be reproduced on any copies made by Client.

22. Progress reports. If a Statement of Work specifies that Consultant is to furnish periodic progress reports, the

provisions of this paragraph shall apply. The frequency of the required reports shall be every 2 weeks unless the Statement of Work specifies a different frequency, in which case the references to "2 weeks" in this paragraph shall be changed accordingly. Once every 2 weeks during the course of the engagement, Consultant shall provide Client with a written report briefly describing the progress of the project. The report shall also specify in detail: (a) any known problem or circumstance encountered by Consultant during the preceding 2-week period which may tend to

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cause any delay in Consultant's performance or which may tend to cause any project cost overrun for time-and- materials charges; (b) Consultant's best estimate of the length of any such delay and/or of the amount of any such cost overrun; and (c) a description of the cause of each such problem or circumstance and the specific steps proposed to be taken to remedy such problem. Any problem or circumstance which Consultant fails to timely include in such a report to Client shall not later serve as a basis for Consultant to claim additional payment from Client or to claim an excuse for failing to complete any task by the completion date specified in the Statement of Work.

23. Client observation and participation. To effect a knowledge transfer regarding any work product developed under

a Statement of Work, Client shall have the right but not the obligation to observe all aspects of Consultant's performance at Client's premises and to have Client personnel assist with the project at Client's premises. If, however, in Consultant's reasonable judgment such observation or assistance hinders Consultant in the timely or proper performance of its duties, Consultant shall have the right to limit or terminate such observation or assistance to the extent necessary. Observation or assistance by Client shall not relieve Consultant of any obligation under the Statement of Work.

24. Disaster recovery backup. For all documents or materials of any type produced in whole or in part in connection

with the Statement of Work at any location, Consultant shall provide offsite storage in which it shall place copies of all such items on a biweekly basis. Items so stored shall include but not be limited to work papers, partial drafts and internal Consultant memoranda.

25. Acceptance of Deliverables. No Deliverable will be deemed accepted by Client until Client states in writing that it

is accepted. Client shall have no obligation to pay any invoice received from Consultant to the extent any Deliverable furnished or required to be furnished to Client through the date of Client's receipt of the invoice has not been accepted by Client as provided below. If the Statement of Work specifies a certain number of business days in which Client is to review Deliverables, Client shall notify Consultant in writing of the acceptability or non- acceptability of the Deliverable(s) within the specified number of business days after Client's receipt of the Deliverable(s). Otherwise, Client shall provide such notice within a reasonable time. Any non-acceptance notice shall state the particulars in which the Deliverable is deficient. If acceptance criteria are specified in the Statement of Work, the notice shall specify which criteria are not satisfied. Consultant shall be allowed a reasonable time to correct deficiencies.

26. Warranty for services. Consultant warrants that it shall perform the services required under each Statement of

Work in a professional manner, by qualified personnel, in accordance with all applicable industry standards, and in accordance with the terms of the Statement of Work. If this warranty is breached, Consultant at Client's option shall either: (a) promptly and at Consultant's own expense re-perform the applicable services as warranted, or (b) refund to Client the entire amount paid for the applicable services and for any other services that become substantially without value to Client as a result of the breach.

27. Warranties of title and against infringement. Consultant represents and warrants: (a) that in performing services

and providing any Deliverables under a Statement of Work, it will not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary or intellectual property right of any third party, and will not improperly use any third party's confidential information; and (b) Consultant shall have, without encumbrance, all ownership, licensing, marketing and other rights required to furnish all materials and Deliverables it furnishes to Client under this Agreement and to grant or assign all rights granted or assigned to Client pursuant to this Agreement.

28. Personnel background warranty. Consultant warrants that it will not assign to the performance of services for

Client any individual known by Consultant to have been convicted of any felony, criminal violation of a federal statute, or conspiracy or attempt to commit a felony or a criminal violation of a federal statute, within the 10 years immediately preceding the commencement of such individual's performance of services for Client.

29. Additional warranties. A Statement of Work may contain additional warranties by Consultant pertaining to the

specific engagement covered by that Statement of Work. 30. Manufacturer's warranties. Consultant hereby assigns to Client any manufacturer's warranty which Consultant

receives in connection with any product sold to Client pursuant to a Statement of Work. 31. Independent contractor. It is agreed and understood that Consultant's relationship to Client is that of an

independent contractor. Neither party shall be deemed to be, or hold itself out as, a partner, agent, employee or joint venturer of the other party. All persons performing Consultant's obligations under this Agreement shall be considered to be solely the employees, contractors or agents of Consultant or its contractors, and Consultant and its contractors shall be responsible for ensuring there is payment of any and all salaries, wages, payroll taxes, insurance and other items payable to or on behalf of such personnel, and for maintaining worker's compensation insurance on such personnel. Consultant shall indemnify and hold Client harmless against any claims, costs or expenses that may arise out of any breach of this paragraph by Consultant or its contractors.

32. Personnel and subcontractors. No subcontractors shall be used to perform any of Consultant's obligations under

a Statement of Work unless: (a) Client consents in writing to the use of a specific subcontractor; and (b) the subcontractor signs such confidentiality and other agreements as may be required by Client. The Statement of

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Work shall identify any subcontractors Consultant intends to use at the time the Statement of Work is signed. Any reference in this Agreement to Consultant's "personnel" shall include not only Consultant's own personnel but also subcontractors and their personnel who will provide services in connection with a Statement of Work. Consultant represents and warrants that such personnel shall not include any illegal immigrants.

33. Compliance with law. In performing Consultant's obligations under a Statement of Work, Consultant and its

personnel shall comply with all applicable city, state and federal laws, ordinances, rules and regulations. 34. Personnel on site. While on Client's premises, Consultant's personnel shall comply with Client's site rules and

regulations. Client reserves the right to require any Consultant personnel to immediately and permanently leave Client's premises in the event of any such noncompliance or any noncompliance with law, or in the event such person is engaged in activities that Client believes could be detrimental to Client or Client personnel. Client may also ask Consultant to remove an individual performing services under this Agreement if, in Client's opinion, the person does not meet the qualifications for the task assigned or is not compatible with Client personnel, and Consultant shall promptly make all reasonable efforts to comply with such request. Any person removed from Client's premises under this paragraph shall be replaced by Consultant as soon as practicable with an individual acceptable to Client.

35. Non-solicitation of personnel. In the absence of advance written permission from the other party, each party

agrees not to hire or solicit for employment (or as an individual independent contractor) any employee of the other party for a period of 2 months after the date such person terminated employment with the other party. Consultant further agrees not to hire or solicit for employment (or as an individual independent contractor), without Client's advance written permission, any other individual while he or she is performing services for Client pursuant to a contract. If this paragraph is breached by the hiring of an employee of Client or Consultant, damages for such breach shall be equal to the demonstrated cost of hiring and training a replacement for such individual. This paragraph does not apply to the hiring or solicitation of any individual who did not become known to the hiring or soliciting party as a result of the relationship between Client and Consultant created by this Agreement.

36. Assignment to competitors. Consultant shall not assign any individual Consultant personnel to the account of any

of Client's competitors for a period of one year after said individual has last performed services for Client unless Consultant receives written permission from Client.

37. Insurance. Consultant agrees to maintain errors and omissions insurance covering all personnel providing services

under this Agreement in an amount not less than $1,000,000 per claim, with an aggregate limit of not less than $1,000,000. If any Consultant personnel will perform services at Client's premises, Consultant agrees to maintain workers compensation coverage and employers liability insurance as required by applicable state law. A Statement of Work may require higher coverage amounts than those stated in this paragraph, and may include additional requirements relating to the insurance to be maintained by Consultant. The insurance required by this paragraph shall be provided at Consultant's sole expense and shall be maintained at all times while the applicable Statement of Work is in effect and for such period thereafter as may be necessary to provide protection with respect to events occurring during the term of the Statement of Work. All insurance provided by Consultant will be primary and non-contributory to any insurance carried by Client. In no event shall the limits of Consultant's insurance or the limits stated in this paragraph be considered as limiting the liability of Consultant under this Agreement. All insurance required to be maintained by Consultant shall be provided by U.S.-domiciled companies rated A X or better in the most current issue of A.M. Best's Rating Guide. Client shall at any time have the right to require Consultant shall furnish certificates of insurance showing that the required insurance is in force and satisfies all requirements stated in this paragraph and in the Statement of Work. Client hereby waives any claim against Consultant (whether founded upon the indemnification provisions contained in this Agreement or otherwise) to the extent such claim is satisfied by the proceeds of Consultant's insurance policies.

38. General indemnification. Each party agrees to indemnify, defend and hold the other harmless against any third

party claim involving personal injury or damage to tangible property arising from alleged negligent or willful acts or omissions of the indemnifying party or its employees, agents or subcontractors in connection with this Agreement. The procedures governing such indemnification shall be the same as set forth in the paragraph below titled "Infringement indemnification."

39. Infringement indemnification. If any third party asserts a claim against Client involving an alleged violation of or

infringement of any intellectual property, trade secret or proprietary rights in connection with Consultant's services or any Deliverable provided to Client by Consultant pursuant to this Agreement, Client shall promptly notify Consultant of such claim. Consultant shall defend or settle such claim at its sole expense and shall pay any damages and other monetary relief (including costs or expenses) awarded against Client by a court or arbitrator if the claim is not settled. At Consultant's sole expense and when reasonably requested by Consultant, Client shall furnish Consultant with relevant evidence in Client's control and shall otherwise cooperate in the defense of the claim. If Client deems it necessary to hire its own counsel to participate in the defense along with the counsel retained by Consultant, Client may do so at its own expense without affecting any of Consultant's obligations under this paragraph. Client shall not agree to settle the claim without Consultant's written consent, provided that such consent is not unreasonably withheld, conditioned or delayed. This indemnification provision shall not be deemed to waive or limit any other rights.

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40. Use of infringing items. If an injunction or order requires Client to stop using any Deliverable provided by Consultant under this Agreement because of a claim of infringement or other violation of a third party's rights, or if Consultant believes there is a reasonable likelihood that a Deliverable infringes upon or violates such rights, Consultant at its expense will promptly either: (a) procure for Client the right to continue using the Deliverable; or (b) replace or modify the Deliverable so that it becomes non-infringing, provided such substitute or modified Deliverable is functionally equivalent to the original Deliverable or otherwise meets Client's needs as determined by Client, and further provided that Consultant shall reimburse Client for any costs reasonably incurred as a consequence of such replacement or modification. If it is not commercially feasible for Consultant to carry out one of the foregoing options within a reasonable time, or if Consultant fails to carry out one of the options within a reasonable time after a court order requires Client to stop using the Deliverable, Consultant shall refund to Client the fee paid to Consultant for the applicable Deliverable and for any other Deliverable that becomes unusable or significantly diminished in value to Client as a result. Upon receipt of such refund, and if requested by Consultant, Client shall return to Consultant at Consultant's expense the items for which such refund was received.

41. Ownership of work product. Except as expressly stated in the paragraph 42 of this Agreement entitled

"Consultant's retained rights," Consultant agrees that all rights, title and interest in and to any works and materials created by Consultant or created jointly by Consultant and Client pursuant to this Agreement, including but not limited to copyrights, will at all times belong exclusively to Client. Consultant hereby irrevocably assigns exclusively to Client and its successors and assigns any and all right, title and interest in such works and materials, including all patent rights, copyrights, trade secrets and other proprietary rights. To the extent it may be deemed by operation of law at any time that Client is not the sole owner of all possible rights in and to the foregoing, or that Consultant retains any rights to any work product other than those provided in this Agreement, Consultant hereby irrevocably grants to Client and its successors and assigns the unrestricted right in perpetuity to use the same on a royalty-free, worldwide, fully transferable basis. To the extent it may be deemed that any assignment or grant of rights under this paragraph cannot be made until after the relevant works are in existence, Consultant's acceptance of any payment under this Agreement shall constitute such an assignment or grant with respect to all such complete or incomplete works that exist as of the date such payment is accepted. Consultant agrees to execute at any time such documents as may be requested by Client to evidence Client's proprietary and intellectual property rights as stated in this paragraph, but: (a) if Consultant fails to execute such documents when requested or if Client is unable to locate Consultant to make such request, Consultant hereby authorizes Client to execute all such documents in Consultant's name and on Consultant's behalf and to file and/or record such documents in appropriate governmental offices, wherever located; and (b) Client's failure to request the execution of such documentation shall not affect the existence of Client's rights as stated in this paragraph.

42. Consultant's retained rights. Client's ownership rights shall not extend to or include Background Rights.

Consultant shall retain sole title to and ownership of all Background Rights, but Consultant grants to Client an irrevocable, royalty-free, non- exclusive, non-transferable perpetual license to use, duplicate, alter and modify such works and materials in the normal course of Client's affairs. “Background Rights” shall mean all data, documentation, software and information, in whatever form, not first produced or created by or for Consultant as a result of or related to the performance of work or the rendition of services under this Agreement, but included in, necessary, useful or utilizable in or with the Work Product or any portion thereof.

43. Open Records. The parties acknowledge that Client is a “government body” subject to the requirements of Chapter

22, Code of Iowa, respecting public records, and this Agreement shall be subject to, and construed in accordance with such requirements. The obligation of Client to maintain confidentiality shall not apply to any information or document that constitutes, or that is included within, a “public record” as defined under Chapter 22, Code of Iowa, unless such record or information is allowed to or required to be kept confidential under Chapter 22, Code of Iowa or other applicable law. This section shall govern any inconsistent provision in this Agreement. This Agreement and any Statement of Work hereunder are public records and are not confidential. Customer will provide Consultant with prompt notice of any open records request that may require disclosure of any Consultant’s confidential or proprietary information and an appropriate opportunity to seek protection of such confidential and proprietary information, consistent with all applicable laws and regulations.

44. Confidentiality. Except as provided in paragraph 43, each party acknowledges that, in connection with the

performance of this Agreement or otherwise in the course of its dealings with the other party, it may receive or learn confidential, business, customer, trade secret, proprietary or other like information concerning the other party or third parties to whom the other party has an obligation of confidentiality ("Confidential Information"). Client's Confidential Information may include, but is not limited to, personal, financial, and/or health information of employees or customers. Each party agrees that it will not disclose to any third party, either orally or in writing, any Confidential Information of the other party without the prior written consent of the other party, and that it will not appropriate any Confidential Information to its own use or to the use of any third party. Confidential Information that is provided by one party to the other shall be used by the recipient only for the purpose for which it was provided, and access to it shall be restricted to individuals who require the information (or access to the information) to further that purpose. Without limiting any of the foregoing, each party agrees to take at least such precautions to protect the other party's Confidential Information as it takes to protect its own Confidential Information, and in any event shall take all precautions that are reasonably necessary to protect the security of the Client's Confidential Information. Consultant

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further agrees that upon request of the Client it will return to Client all tangible items containing any of that party's Confidential Information, including all copies, abstractions and compilations thereof, without retaining any copies of the items required to be returned. The obligations of this paragraph extend to the employees, agents, affiliates and contractors of each party, and each party shall inform such persons of their obligations hereunder.

45. Notification obligation. Each party shall, upon learning of any unauthorized disclosure or use of the other party's

Confidential Information, notify such other party promptly and cooperate fully with such party to protect its Confidential Information.

46. Disclosure required by law. If either party believes it is required by law, by a subpoena, court order or open

records request to disclose any of the other party's Confidential Information, then prior to any disclosure it shall promptly notify the other party in writing attaching a copy of the subpoena, court order or other demand and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief.

47. Non-restricted information. Except as stated in the final sentence of this paragraph, nothing in this Agreement

shall be construed to restrict disclosure or use of information that: (a) was in the possession of or rightfully known by the recipient, without an obligation to maintain its confidentiality, prior to receipt from the other party; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by the receiving party without the participation of individuals who have had access to the other party's Confidential Information. The parties acknowledge that certain laws governing Confidential Information about individuals are more restrictive than the foregoing statements, and they agree to comply in all respects with such laws.

48. Computer system access. If Consultant will have access to any part of Client's computer system in the course of

performing under this Agreement, the provisions of this paragraph shall apply. Consultant agrees that each individual having such access: (a) will be assigned a separate log-in ID by Client and will use only that ID when logging on to Client's system; (b) will log-off Client's system immediately upon completion of each session of service; (c) will not allow other individuals to access Client’s computer system; and (d) will keep strictly confidential the log-in ID and all other information that enables such access. Consultant will promptly notify Client upon termination of employment or reassignment of personnel with access to Client's computer system so that login IDs may be changed and other necessary preventive measures may be taken by Client to prevent unauthorized access. If Client revises the requirements for access to its computer system, Consultant shall be notified of the changed or additional requirements and shall comply with them as a prerequisite to further access. Each individual who is to be allowed access to Client's computer system will be required by Client to read a summary of the conditions under which such access is allowed, and to sign that summary indicating they understand their responsibilities in connection with such access. Consultant understands and agrees that: (i) any access by Consultant personnel to Client's live environment is subject to monitoring by Client; and (ii) Consultant personnel will make no change to any Client system without Client's prior written approval for the specific change.

49. Remote access. If Consultant will have remote access to any part of Client's computer system in the course of performing under this Agreement, the provisions of this paragraph shall apply in addition to all provisions of the paragraph titled "Computer system access". Consultant agrees: (a) to use only a remote access method approved by Client; (b) to provide Client with the full name of each individual who will have remote access to Client’s computer system and the phone number at which the individual may be reached during dial-in; (c) to ensure that any computer used by its personnel to remotely access Client's system will not simultaneously access the Internet or any other third party network while logged on to Client's system. In addition, Consultant warrants and agrees that its personnel will not remotely access Client's system from a networked computer unless the network is protected from all third party networks by a firewall that is maintained with all patches up to date by a 7x24 administrative staff. Said firewall must be certified by the International Computer Security Association (ICSA) (or an equivalent certification as determined by Client) if the connection to Client's network is an ongoing connection such as frame relay or Ti line.

50. Prohibition on publicity. Consultant may include the name Des Moines Water Works on a listing of Consultant's

clients, provided that such listing does not state or imply that Client endorses Consultant or its services. Otherwise, neither party may advertise or promote itself using the name, service mark or description of the other party without the written consent of the other party in the case of each such use.

51. Termination for convenience. Client may terminate a Statement of Work at any time by giving Consultant 5 days'

notice in writing of Client's intention to so terminate. Following the effective date of such termination and upon delivery to Client of all items required by this Agreement and the Statement of Work to be delivered by Consultant to Client upon termination, Client shall pay Consultant for services performed and reimbursable expenses incurred through the termination date. In the case of fixed price work, the amount paid for services performed shall be an equitable portion of the fixed price based on the amount of the fixed price work completed prior to termination. With respect only to a Statement of Work that is exclusively for training services, Consultant may terminate such Statement of Work for convenience by giving written notice to Client at least 20 business days before the date training was to begin.

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52. Cancellation for material breach. Either party may terminate any Statement of Work upon 15 days' written notice to the other party if such other party has committed a material breach of its obligations under the Statement of Work (including the incorporated provisions of this Agreement), and such breach is not cured within the 15-day notice period. The commencement of bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against either party or the appointment of a receiver for all or substantially all of either party's assets shall be considered a material breach of this Agreement by such party.

53. Effect of termination. Termination or cancellation of a Statement of Work shall not terminate this Master

Agreement, and the parties shall remain free to enter into future Statements of Work pursuant to this Agreement. In addition, termination, cancellation or completion of a Statement of Work shall not relieve either party of any previously accrued obligations or of any obligations, which by their nature are intended to survive termination, cancellation or completion. Obligations which survive shall include but not be limited to obligations in connection with payment, warranties, Confidential Information and indemnification.

54. Dispute resolution. In the event of any dispute arising out of or relating to this Agreement, the parties agree to

attempt in good faith to resolve the dispute first by direct negotiation and then, if that is not successful, by mediation with a neutral third-party mediator acceptable to both parties. Mediation expenses will be shared equally by the parties.

55. Preliminary injunctive relief. A party may seek preliminary or temporary injunctive relief from a court if, in the

party's sole judgment, such action is necessary to avoid irreparable harm or to preserve the status quo. If a party seeks judicial injunctive relief as described in this paragraph, the parties shall continue to participate in good faith in the mediation process described above. Venue for any judicial proceeding arising out of this Agreement shall be in Polk County, Iowa, and any objections or defenses based on lack of personal jurisdiction or venue are hereby expressly waived.

56. Remedies not exclusive. Unless this Agreement expressly states that a remedy is exclusive, no remedy made

available under this Agreement is intended to be exclusive. 57. Non-waiver. No term or provision of this Agreement shall be deemed waived and no breach shall be deemed

excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other shall constitute consent to, waiver of, or excuse for any different or subsequent breach.

58. Partial invalidity. If any provision of this Agreement or any Statement of Work is held to be unenforceable, the

remaining provisions shall continue in full force and effect. The parties shall in good faith negotiate a mutually acceptable and enforceable substitute for the unenforceable provision, which substitute shall be as consistent as possible with the original intent of the parties.

59. Assignment. Neither party's rights or obligations under this Agreement (except the right to receive

money) shall be assigned or delegated without the written consent of the other party, except that either party may without such consent assign all of its rights and delegate all of its obligations under this Agreement to an entity: (a) which such party owns or controls; (b) which is owned or controlled by such party; or (c) which is under common ownership or control with such party. In addition, Client may without Consultant's consent assign its rights and delegate its obligations under this Agreement to an entity to which Client transfers substantially all of its assets relating to this Agreement. Any consent required by this paragraph shall not be unreasonably withheld, conditioned or delayed. In the case of any assignment permitted hereunder without the other party's consent, the assignor shall promptly notify the non-assigning party in writing of the assignment and shall include in its notice a statement of the facts that permit assignment without consent. Nothing in this paragraph shall restrict a party's right to transfer property to which it has obtained ownership rights under this Agreement.

60. Successors and assigns. This Agreement and each Statement of Work hereunder shall inure to the benefit of

and be binding upon the respective successors and assigns, if any, of the parties. Nothing in this paragraph shall be construed to permit any attempted assignment which would be unauthorized pursuant to any other provision of this Agreement.

61. Construction. The paragraph headings in this Agreement are for reference purposes only and shall not be deemed

a part of this Agreement. The wording used in this Agreement is the wording chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party.

62. Entire agreement; amendment. If Client’s standard purchase order form is provided to Consultant in connection

with this Agreement, the pre-printed terms and conditions on the back of that form shall be superseded by the terms of this Agreement. This Agreement, including the attached exhibit(s) referenced herein and the Statement(s) of Work entered into pursuant to this Agreement, constitute the entire agreement between the parties with respect to the consulting services to be provided by Consultant to Client. This Agreement may be altered only by a written amendment identified as such and signed by authorized personnel of both parties. All such amendments to this Agreement shall be binding on both parties despite any lack of consideration.

63. Governing law. This Agreement shall be governed by the laws of the state of Iowa, without reference to conflict of

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law principles. 64. Notices. All notices which are required by this Agreement to be in writing: (a) shall be delivered by hand, by

overnight courier, by facsimile, or by certified or registered mail, postage prepaid, return receipt requested; (b) shall be deemed given upon receipt by the transmitting party of machine confirmation of successful transmission of a facsimile to the correct facsimile number, or on the date of actual delivery when the written notice is not sent by facsimile; and (c) shall be directed to the contact persons listed below at the respective addresses or facsimile numbers listed below, or to such other contact person, address or facsimile number as was last designated in a written notice by that party for notices to itself. Notices to Client: Des Moines Water Works:

Des Moines Water Works Attn: Bill Stowe 2201 George Flagg Parkway Des Moines, IA 50321

Notices to Consultant: Stratum Consulting Partners, Inc.:

THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY SIGNING BELOW AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY. CLIENT CONSULTANT By: By.

Printed name: William Stowe Printed name:

Title: CEO & General Manager Title:

Date: Date:

Documents

AGENDA ITEM FORM - Des Moines Water Works€¦ · AGENDA ITEM FORM. SUBJECT: Request Authorization for the CEO and General Manager to Execute Agreement for Professional Services for