ERP Best Practice Example 1

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    NYCDMS/1183869.19

    6/10/11

    By and Between

    nd

    Project

    Effective

    June

    10

    2 11

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    TABLE OF CONTENTS

    1 BACKGROUND AND PURPOSE

    4

    1 1

    Undertaking ....... ..... ..... ................ . ............. ..... ................ .... ................................ 4

    1 2 Definitions ................ ................. . ................... ...................... ................. ................ 4

    1 3

    Objectives ... ................... ... ......................... . ............. ............. ... ....... ......... ............... 10

    1 4

    Phases ........................ ............................................. ......................... ......... ..... ....... ..... 12

    2 SERVICES ...... .....................

    ....................

    ................. ..... .................. ..

    ................... . ............

    13

    2 2 Planning and Initiation Phase ......... ................... . ...... ................ ..................................

    15

    2 3

    Global Design Phase ................. . .................................. ......... ......... ........ ....... .... . .... ...

    18

    2 4

    Global Build Phase ... ................ .... ...................... ................. ....................................... 35

    2 5 Testing Phase .............. .................... ................... ..................... ..... ............ ................... 43

    2 6

    Deploy and Support ..... .. .......... ........................ .. ...... ..... . .... ...... .............. ...... ......... 46

    3 ORGANIZATIONAL CHANGE MANAGEMENT

    51

    3 1

    General. ............................................ ...................... .................... ..................... ..... ........... 51

    3 2

    The Organizational Change Management OCM) Team ............ ................ .... ..... ......

    51

    3.3 Organizational Change Management Strategy ... ... .... ........... ............. ...... ................... 51

    3 4

    Training .................. ...................... ...................... .... ................... ..................................... 54

    3 5

    Organizational Change Management Components . ................. ...................... ....... . 55

    4 TOOLS AND METHODOLOGY

    59

    4 1 Project Methodologies ..... ........................................... ............................. ........ 59

    4 2 Deliverab1es ......... ..................... ....... ...................... .. .............. . .................. ............... 60

    4 3 Tools ..

    ....... ...

    ..........

    .

    ........ ..... .

    ..........

    ....... .................. ...... ................... .....

    ....

    .

    60

    4 4 Six Sigma and Lean .. ................... ...

    ... ...............

    ................ .... .................... ............ 60

    4 5 Cost/Benefit Analysis ................. . ..................... .............................................. .

    . ........ 60

    5 PROJECT STAFFING

    61

    5 1 Personnel On-Boarding ............ .......... ........................................ ... ................

    .

    ... . ...... 61

    5 2 Key Personnel. ......... .................... .................. .............................................. ................ 61

    5 3

    Staffing Plan ........................... ............................... .

    ........ ......... ..... .. ........ ... . ......

    61

    5 4

    Program Manager ...............

    ............ ......... .......... ..... ...... .............................. 61

    5 5 Responsibilities ......................................... ..........................................................

    61

    6 MILESTONES AND DELIVERABLES ......................... .................... ................... ...............

    62

    7 ACCEPTANCE

    OF

    DELIVERABLES

    62

    7 1 Acceptance ofDeliverables ............. ..................... ................. ......................... .......... 62

    7 2

    Acceptance Criteria .. . ......... ........ ..................................... ....... .................................. 62

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    8. GOVERNANCE ........................................................................................................................ 63

    8.1 General. ................ ................. ................ ................ ................ ................ ................ .......... 63

    8.2 Governance Structure ........... ............. ............. ............. ............ ............. ............. ............. 63

    9

    ASSUMPTIONS ....... .................................................................................................................

    66

    9.1 General Assumptions ................. ................. ................. ................. ................. ................ . 66

    9.2 Staffing Assumptions ..................................................................................................... 66

    9.3 Other Assumptions ......... ................................................................................................ 67

    9.4 Adjustment Events ................. ................. ................. ................. ................. ................. .... 68

    10. FEES AND FEE SCHEDULE .................................................................................................. 69

    10.1 General. ........................................................................................................................... 69

    10.2

    Subsequent Project Phases .............................................................................................

    69

    10.3 Adjustment Event Dispute Termination Right. ............................................................... 70

    11. DATA PRIVACY AND SECURITY ....................................................................................... 70

    SIGNATURE PAGE ............................................................ ............................................. ........................ 71

    EXHffiiT 1 FEE SCHEDlJLE) ................ ................. ................ ................. ................ ................. ............ 72

    1. STAGE 1 OF THE PROJECT ..................................................................................................... 72

    2. STAGE 2 OF THE PROJECT ..................................................................................................... 73

    3.

    TRAVEL OUT OF POCKET EXPENSES .............................................................................. 73

    4. ............. .............. ............. ............. .............. ............. .............. ............. ........... 73

    EXHffiiT 2 STAFFING PLAN) .............................................................................................................. 75

    ART I:

    STAGE * ................... ................... ................... ................... ................. 75

    ART

    II: STAGE * .................. .................... ................... ................... ...... 76

    ART

    III: STAGE 2 * ................................................................ 77

    _ _

    PART

    IV: STAGE * ............................... ............ 78

    EXHffiiT

    3 KEY PERSONNEL) ....... ... ....... ........................ ....................... ......

    .....

    ......................... 79

    EXHffiiT 4 DELIVERABLE MATERIALS

    AND

    ACCEPTANCE CRITERIA) ........ . ...................... 80

    EXHffiiT

    4 INDEX

    OF

    DELIVERABLES ............................................................................................ 123

    EXHIDIT 5 DATA PRIVACY AND SECURIT) ............................................................................... 124

    EXHffiiT 6 NINE LEVERS OF SCOPE) ............................................................................................. 130

    EXHffiiT

    7 ) ....................................................................... 136

    EXHffiiT 8 PRELIMINARY HIGH-LEVEL PROJECT PLAN ........................................................ 137

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    1. Background and Purpose.

    1.1 Undertaking .

    1.1.1 is undertaking a project to increase its performance and efficiency y standardiz

    ing Industry Leading Practices on a single technology platform ( Project or Project

    1.1.2 will define standard global business processes and implement them on a

    single global instance ofthe eBusiness Suite ( ERP version along with

    certain other software that has licensed or will license.

    1.1.3 As

    of

    the Effective Date

    of

    this SOW, includes the following high-level

    business process areas (all as more specifically described in Exhibit 6):

    a)

    Product Lifecycle Management;

    b)

    Procure-to-Pay;

    c)

    Plan-to-Manufacture;

    d) Order-to-Cash;

    e)

    Market-to-Customer;

    f)

    Record-to-Report; and

    g)

    Hire-to-Retire.

    1.1.4 will be implemented world-wide at all Sites, including those in

    the United States, Latin America, Europe and Asia (as more fully described in Exhibit

    6).

    1.2 Definitions.

    In addition to any definitions provided in the Agreement, defined terms in this Attachment shall

    have the following meanings:

    1.2.1 Adjustment Event shall have the meaning ascribed to it in Section 9 4.1.

    1.2.2 Application Architecture shall have the meaning ascribed to it in Section 2.3.7(a)l.

    1.2.3

    Benchmarking Study shall have the meaning ascribed to it in Section 2.3.2(a).

    1.2.4 BI means Business Intelligence, as that term is generally understood in the industry.

    1.2.5 Bolt-On means a software application (whether third party or custom written) that can

    e

    attached or linked to the System and made a part thereof in an fashion

    without the need for a Modification.

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    1 2 6

    Business Process Design means written documentation describing the various work

    steps and rules required to accomplish a task

    or

    tasks in satisfaction

    of

    a Business Re

    quirement. Business Process Designs can be High Level Business Process Designs or

    Detailed Business Process Designs .

    1 2 7 Business Requirements or User Requirements Specifications means those opera

    tional requirements necessary to operate its business, comply with all appli

    cable Laws and to achieve the Project Objectives.

    1 2 8

    Business Scenario means description of the ways in which work processes are carried

    out in a business activity.

    1 2 9

    COE or Center ofExcellence shall have the meaning ascribed to it in Section

    2.6.4(a).

    1 2 10 Compliance and Validation Strategy shall have the meaning ascribed to it in Section

    2.3.10(c).

    1 2 11 Configuration or to Configure means Software setup or establishing parameters

    within the Software in order to make the Software function

    or

    behave in a certain way.

    Such parameters include setup parameters or switches , defining or altering Descrip

    tive Flex-Fields (DFFs), modifying existing Workflows,

    or

    modifying screen layouts

    or

    provided reports, all as supported by the intrinsic functionality of the Software.

    1 2 12

    Conversion and Interfaces Programs Document shall have the meaning ascribed to it

    in Section 2.4.3(c)l.

    1 2 13

    Customization means any enhancement to the System resulting from methods that do

    not require changes to the core Software source code or underlying data structures - and

    which are supported through the normal

    upgrade path.

    1 2 14

    CRP

    or

    Conference Room Pilot shall have the meaning ascribed to it in Section

    2.3.ll(a).

    1 2 15

    Cutover Checklist shall have the meaning ascribed to it in Section 2.5.7(d).

    1 2 16

    Cutover Plan shall have the meaning ascribed to it in Section 2.5.7(a).

    1 2 17 Data Archiving Strategy shall have the meaning ascribed to it in Section 2.3.12(e)2.

    1 2 18

    Data Conversion Strategy shall have the meaning ascribed to it in Section 2.3.12(e)l.

    1 2 19

    Data Conversion Strategy Plan shall have the meaning ascribed to it in Section

    2.3.12(a)3.

    1 2 20

    Data Governance Strategy shall have the meaning ascribed to it in Section 2.3.12(d)l .

    1 2 21 Data Management Plan shall have the meaning ascribed to it in Section 2.3.12(c)l .

    1 2 22 Data

    Readiness Assessment shall have the meaning ascribed to it in Section

    2.3.12(a)l.

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    1 2 23 Database & Instance Strategy shall have the meaning ascribed to it in Section 2.3.8.

    1 2 24 Deploy and Support means the phase of the Project in which the Parties will deploy

    the System to all Sites and during which IDM will provide Post Production Sup

    port Services pursuant to Section 2.6 of this Attachment.

    1 2 25

    Deployment Strategy shall have the meaning ascribed to it in Section 2.3.17(a)2.

    1 2 26 Detailed Business Process Design means those Business Processes that are docu

    mented to at least Level-5 (as that term is normally understood in the industry).

    1 2 27 OW means Data Warehousing, as that term is generally understood in the industry.

    1 2 28

    Enterprise Architecture has the meaning ascribed to it in Section 2.3.7.

    1 2 29

    Enterprise Architecture Diagram means a diagram that documents the Enterprise Ar

    chitecture.

    1 2 30 Extensions means those custom developed objects which can be classified as either

    Modifications

    or

    Customizations (i.e., the E in

    1 2 31 Fit/Gap Analysis shall have the meaning ascribed to it in Section 2.3.4(c).

    1 2 32 Functional Specifications shall have the meaning ascribed to it in Section 2.3.9.

    1 2 33 Gap or

    Gaps means those areas where the standard functionality

    of

    the Software

    does not meet the Business Requirements.

    1 2 34 Global Build Phase means that phase of the Project in which the Parties will build the

    necessary elements to deploy the

    System, including development of the objects

    needed for the implementation of the System, pursuant to Section 2.3.18 of this Attach

    ment.

    1 2 35 Global Design means the design of the System that includes all System-enabled Busi

    ness Processes, data structures, objects and all functionality that is common to

    all Sites, or that is in the core System (including local requirements that are im

    plemented in the core System).

    1 2 36 Global Design Phase means that phase of the Project in which the Project Team will,

    among other things, create the Global Design for the implementation

    of

    all

    as more fully described in Section 2.3

    of

    this Attachment.

    1 2 37

    Global Process Review Board shall have the meaning ascribed to it in Section

    8.2.1(c).

    1 2 38 High Level Business Process Design means those Business Process Designs that are

    documented to

    Level-l,

    Level-2

    or

    Level-3 (as those terms are normally understood in

    the industry).

    1 2 39 Methodology shall have the meaning ascribed to it in Section 4.1.

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    1 2 40 Program Manager means the individual assigned

    by

    to carry out the

    duties and responsibilities outlined in Section 5.4.

    1 2 41 Implementation Plan and Estimate shall have the meaning ascribed to it in Section

    2.3.19(a).

    1 2 42 Industry Leading Practices means those proven practices, techniques and methods that

    are commonly accepted and utilized by other top-tier system implementation service

    providers or otherwise derived from ffiM's experience and expertise in other successful

    system implementations.

    1 2 43 IQ/OQ means installation qualification and operational qualification.

    1 2 44 KPI''

    or

    Key Performance Indicator means a measurement intended to monitor the

    performance of a particular business

    or

    system function.

    1 2 45 Localizations means Configurations, Business Processes or objects that are

    not part of the Global Design but required for a specific Site or set of

    Sites.

    1 2 46 Master Validation Plan or Validation Master Plan means a document that will state

    what is to be done, the scope, the approach, the schedule ofValidation activities and

    tasks to be performed. The Master Validation Plan will also state who is responsible for

    performing each activity and must be approved by management.

    1 2 47 Milestone means

    an

    event that the Parties have designated as such, which mark key

    events or accomplishments throughout the Project.

    1 2 48 Modification means a change to the core Software source code or underlying data

    structures that are outside the bounds ofnormal Configuration, Bolt-on, Customization

    or

    object-

    and not part

    of

    the normal upgrade path.

    1 2 49 Needs Assessment shall have the meaning ascribed to it in Section 2.3.20(b)3.

    1 2 50 Objectives shall have the meaning ascribed to it in Section 1.3.

    1 2 51 Ongoing Production Support Plan shall have the meaning ascribed to it in Section

    2.6.4(c)l.

    1 2 52 OCM

    or

    Organizational Change Management means a structured approach to tran

    sitioning individuals, teams and organizations from a current state to a desired future

    state, in this case, from current state to the full implementation, including Ac

    ceptance and beneficial use of the System.

    1 2 53 OCM Strategy shall have the meaning ascribed to it in Section 3.3.1.

    1 2 54 Organizational Change Management Team or OCM Team shall have the meaning

    ascribed to t in Section 3.2.

    1 2 55 Organizational Transformation Plan shall have the meaning ascribed to it in Section

    3.3.4.

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    1.2.56 Pilot Location means the Site at which the System will be deployed first, and

    used to initially test the adequacy

    of

    the System's functionality and performance, prior

    to it being deployed in the remaining Sites.

    1.2.57 Planning and Initiation Phase means that phase

    of

    the Project in which the Parties will

    prepare and plan for the implementation of the System, pursuant to Section 2.2 of this

    Attachment.

    1.2.58 PMO shall have the meaning ascribed to it in Section 2.2.l(a).

    1.2.59 Post Production Plan shall have the meaning ascribed to it in Section 2.6.3(f).

    1.2.60 Post Production Services shall have the meaning ascribed to it in Section 2.6.4(b).

    1.2.61 Production System means the System once it has passed all required testing and is

    ready to be deployed or has been deployed and is able to process live transactions and

    provide information in the manner in which it was designed.

    1.2.62 Project shall have the meaning ascribed to it in Section 1.1.1.

    1.2.63 Project - see Project .

    1.2.64 Project Methodology shall have the meaning ascribed to it in Section 4.1.2(a).

    1.2.65 Project Objectives

    -see

    Objectives.

    1.2.66 Project Plan shall have the meaning ascribed to it in Section 2.2.4(a)1

    1.2.67 Reporting and BI Strategy or Reporting and Business Intelligence Strategy shall

    have the meaning ascribed to it in Section 2.3.14.

    1.2.68 means reports, interfaces, conversions, Extensions, and workflows.

    1.2.69 Development Strategy shall have the meaning ascribed to it in Section

    2.3.15(a).

    1.2.70 Listing shall have the meaning ascribed to it in Section 2.3.15(b).

    1.2.71 Risk Assessment means the assessment of both regulatory risks and Project risks per

    formed per Section 2.3.10(d).

    1.2. 72 Risk Mitigation Plan shall have the meaning ascribed to it in Section 2.3 10(d)1

    1.2. 73 Roles and Authorization Specification shall have the meaning ascribed to it in Section

    2.4.4.

    1.2.74 Security Matrix shall have the meaning ascribed to it in Section 2.3.10(b).

    1.2.75 Site Readiness Evaluation Document shall have the meaning ascribed to it in Section

    2.5.8.

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    1 2 76 SME means subject matter expert who is an individual with in-depth knowledge of a

    specific area

    or

    subject.

    1 2 77 SOA'' means Services Oriented Architecture, as generally understood in the industry.

    1 2 78 Solution Workbench or Solution Workbench means a proprietary tool

    used to assist the Project Team with the tasks associated with implementing ap

    plications.

    1 2 79 Stage 1 means, collectively, the Planning and Initiation Phase and the Global Design

    Phase

    of

    the Project, including any applicable OCM activities.

    1 2 80 Stage 2 means, collectively, the Global Build Phase, Testing Phase, and the Deploy

    and Support Phase of the Project, including any applicable OCM activities.

    1 2 81 Staffing Plan means the staffing tables included in Exhibit 2.

    1 2 82

    Steering Committee shall have the meaning ascribed to it in Section 8.2.1(a)l.

    1 2 83 System means, collectively, all hardware, software (including Business Suite

    ( ERP version Rl2), Business Processes, objects, Localizations

    andre-

    lated technology elements, that will enable the fulfillment of the Project Objectives.

    1 2 84

    System Operations Support Plan shall have the meaning ascribed to it in Section

    2.6.4(a).

    1 2 85

    System Testing

    or

    SIT means the tests used to confirm that the System

    or

    portions thereof function( s) in accordance with applicable Functional Specification(s)

    and that each developed component functions in an manner with the rest of

    the System and individual modules, add-ons, or other separate parts, when combined to

    gether, operate as designed.

    1 2 86 Team or The Team or Project Team means the joint team (under supervi

    sion) comprising resources and resources.

    1 2 87 Technical Specifications shall have the meaning ascribed to it in Section 2.4.3(a).

    1 2 88

    Technology Architecture means the elements of the System described in the Technol

    ogy Architecture Strategy which includes hardware, servers, workstations, power back

    up

    systems, operating systems, networks (LANs and W ANs), connectivity, communica

    tions, databases, and technology tools & utilities.

    1 2 89 Technology Architecture Strategy shall have the meaning ascribed to it in Section

    2.3.6.

    1 2 90

    Test Plans shall have the meaning ascribed to it in Section 2.4.7(a)l.

    1 2 91

    Test Scripts shall have the meaning ascribed to it in Section 2.4.7(a)l.

    1 2 92 Testing Phase Checklist shall have the meaning ascribed to it in Section 2.5.3(a).

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    1.3.7 The System must be validated in such a way that it enable compliance with applicable

    Laws, and is able to satisfy audit requirements.

    1.3.8 Identify and incorporate appropriate KPI s that enable effective measurement of the

    Project s success and effectiveness

    of

    new business processes.

    1.3.9 The Project should be completed in the shortest amount of time necessary to accomplish

    these Objectives and the Project investment should yield a positive return on in

    vestment (ROI) over the time-frames to be defined during the Global Design Phase.

    1.3.10

    IDM understands that Project has been created in support of the following addi

    tional business drivers and will work with in support of these goals:

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    a) The Project will eliminate redundant ERP systems.

    b)

    Wherever possible, utilize the inherent functionality of

    ERP system without additional Modification (e.g. changes to

    and other software base code).

    (c) The Project will establish processes and system designs that facilitate a fi

    nancial reporting structure that produces accurate reporting

    of fi

    nancial operations.

    d) The data that is produced by is expected to be a consistent, single

    source

    of

    truth about products and business activities.

    (e) The system will be designed wherever possible, to facilitate the interopera

    tion of business processes whi le minimizing workarounds.

    f) The new business processes and System will be designed wherever possible

    to enable the optimization and/or consolidation of product devel

    opment, manufacturing and distribution operations.

    (g) The future state organizational structure and related business processes will

    be designed in such a way as to implement an service delivery

    model that enables continuous process improvement.

    h)

    The System and Business Process Designs will incorporate a Business Intel

    ligence structure that provides the current information the business decision

    makers need to run their business looking forward.

    i)

    The Project Team will work to create and deliver appropriate training that

    prepares the organization to execute the new business processes and System.

    j) Enable to transform its processes and environment to allow

    to:

    1.

    2.

    scale efficiently to grow organically and through acquisition

    within the medical device industry;

    meet goals for improved profitability;

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    3.

    4.

    5.

    6.

    7.

    8.

    capture value from acquisitions by providing the ability to more

    quickly new businesses, reduce their costs and im

    prove their efficiency;

    reduce administrative and procurement costs e.g., through

    spend aggregations, strategic sourcing, better compliance and

    tighter controls);

    improve supply chain performance;

    reduce inventory days on hand;

    provide improved insight into true operations and performance;

    and

    significantly improve management reporting capa

    bilities.

    1.3.11 Implement in such a way that allows to upgrade, add to or modify

    the System in the future.

    1.3.12 Accomplish a transformation o business in such a way that Project costs are

    reasonably predictable to

    1.4 Phases.

    Generally Project comprises five 5) major phases, all more fully described below. The

    preliminary high-level Project Plan on which the Services in this SOW are based is included as

    Exhibit 8.

    1.4.1 Planning and Initiation Phase, which includes the following high level project objectives

    as further detailed in Section 2.2 below):

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    a) Articulate how Project will meet the Objectives and develop a high

    level project approach and schedule to meet those Objectives;

    b) Complete a staffing plan and assemble the project team;

    c) Prepare and educate resources to perform their assigned tasks and exer

    cise their roles and responsibilities pursuant to the Project Plan;

    d)

    Align and on common methodologies that will be used through

    out the Project;

    e) Establish project governance;

    t) Plan for the implementation and optimization o the System; and

    g) Conduct workshops, or utilize other such methods in order to efficiently

    launch Project

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    1.4.2 Global Design Phase, which includes the following high level project objectives (as fur

    ther detailed in Section 2.3 below):

    (a) Design consistent and optimized High Level Business Process Designs in

    corporating Industry Leading Practices for the medical device industry where

    possible, including leading and/or necessary processes and practices current

    ly being utilized by (the High Level Business Process Design ).

    b) Design an Enterprise Architecture that includes the necessary technical ele

    ments required to accomplish the goals and objectives

    of

    Project in

    cluding, but not limited to supporting data structures, localizations, user re

    quirements, objects, and system configurations.

    (c) Evaluate the nine levers

    of

    scope , approach, staffing, costs (internal & ex

    ternal), deployment strategy and time-line for Project

    d) Benchmark current operating metrics against industry and cross

    industry metrics and determine target metrics and KPI' s for Project

    and the timing of achieving said metrics.

    (e) Create a business case including an ROI calculation for the project.

    f) Establish an appropriate strategy, architecture and plan for data management.

    1.4.3 Global Build Phase, during which, The Project Team will configure the software and

    create the Business Process Designs, and develop the objects required to im

    plement the overall global design as further detailed in Section 2.3.18 below.

    1.4.4 Testing Phase, during which the Project Team will confirm that the System solution

    meets Business Requirements,

    as

    further detailed in Section 2.4.12 below.

    1.4.5 Deploy and Support Phase, will occur as follows (and as further detailed in Section 2.6

    below):

    2. Services.

    (a) Deployment Phase 1 -prepare for and implement the System in the Pilot Lo

    cation as determined during the Global Design Phase, and provide Post Pro

    duction Services.

    b) Deployment Phase

    2

    prepare for and implement the System in all other

    Sites in subsequent waves, as determined during the Global Design

    Phase, and provide Post Production Services.

    2.1.1 This Statement of Work describes the major services that will provide to

    will perform the services in a manner designed to accomplish the Project Objec

    tives (the Services ).

    2.1.2 and will establish a Project Team comprising resources and

    resources.

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    2.1.3

    With respect to the responsibilities

    of

    the Project Team, in general, will:

    a) Provide overall leadership, supervision, guidance, application exper

    tise, business process expertise and technical expertise for the Project includ

    ing project and program management;

    b)

    Provide team leads for the following Project teams:

    1 Record to Report;

    2.

    Market to Customer;

    3. Procure to Pay;

    4. Order to Cash;

    5. Plan to Manufacture;

    6. Hire to Retire;

    7. Regulatory Compliance and Validation;

    8.

    Master Data Management;

    9. Product Lifecycle Management if necessary);

    10.

    Organizational Change Management; and

    11.

    Business Intelligence.

    c) Develop and unit-test the objects;

    d) Lead the effort to perform the benchmarking study and create the business

    case and ROI calculation;

    e) Use proprietary methodology and tools for the Project;

    f)

    Provide guidance and thought leadership around Organizational Change

    Management;

    g) Design and implement industry and cross-industry Industry Leading Practic

    es and business processes, where practicable.

    2.1.4

    With respect to the responsibilities of the Project Team, in general, will, under

    the supervision, guidance and leadership

    of

    :

    NYCDMS

    /1 183869.19

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    a)

    Provide an experienced Program Manager the Program Manager);

    b) Provide personnel with experience in system administration, database admin

    istration, creation of detailed documentation, hands-on configuration and

    functional design;

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    b)

    Budgeting

    The Project Team will establish a budget for the timely comple

    tion ofProject and establish appropriate mechanisms for IDM and

    to track the progress against such budget.

    (c) Staffin The Project Team will define roles and responsibilities of all re

    sources and complete a Project Staffing Plan for approval.

    d) Project Planning and Tracking - The Project Team will build an

    Project Plan, as provided in this Section 2.2. will track the overall

    progress ofProject according to the Project Plan, as well as provide to

    regular weekly written status updates from the team leads and

    monthly overall Project progress reports from the PMO.

    (e) Project Communication Governance. The Project Team will undertake the

    following, as further detailed in Sections 3 (OCM) and 8 (Governance) be

    low:

    1.

    2

    3.

    4.

    5.

    6

    7.

    8.

    Establish a governance structure that requires ongoing commu

    nications across the Project Teams, as well as to the System s

    user community;

    Initiate required communications between the Project Team and

    the System s user community (as approved

    n

    writing

    n

    ad

    vance by

    Ensure that procedures and processes are n place to generate

    high quality Deliverables;

    Establish procedures and processes to capture, escalate, and re

    solve issues that arise during Project

    Conduct regular analyses

    of

    Project risks and establish

    ing processes and procedures to prevent and/or manage such

    risks; providing written copy of such analyses to for its

    review and comment;

    Include tasks and Deliverables in the Project Plans so that the

    Project Team can adequately address compliance with applica

    ble Regulatory Requirements during the conduct of the

    Project;

    Include tasks and Deliverables

    n

    the Project Plans so that the

    Project Team can adequately address System Validation and

    documentation throughout the the Project; and

    Establish (subject to review and approval) written

    Change Procedures for use throughout Project

    2.2.3

    Project Initiation. During Project initiation, the Parties will:

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    5

    the Project, then will notify Program

    Manager.

    ii) will work with to correct any issue re

    ported pursuant to subsection (i) immediately above,

    by:

    A At expense, accommodating

    requests for to provide resources to back

    fill for resources that may not be per

    forming at the level required, or

    B.

    Modifying the Project Plan to take into account

    actual performance against the Project

    Plan, as the Parties agree.

    iii) f any tasks are dependent upon perfor

    mance, then performance requirements will be

    relieved, but only to the extent impacted by

    provided that:

    A. has complied with this subsection (4), and

    B has used commercially reasonable efforts

    to perform notwithstanding non

    performance.

    Project Tracking and Reporting. will track and report on

    the progress of Project in order to achieve the Project

    goals using the Project Methodology.

    2.2.5

    Organizational Change Management ( OCM ). During the Planning and Initiation

    Phase, the OCM Team will:

    a)

    Begin to prepare the initial OCM Strategy.

    b) Begin to prepare the initial Organizational Transformation Plan and incorpo

    rate such plan into the Project Plan.

    2.3 Global Design Phase.

    2.3.1 The key inputs that the Project Team will utilize during the Global Design Phase in

    clude:

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    (a) APQC process definitions;

    b)

    business processes targeted for the medical device industry;

    (c) Business processes that are inherent in the in-scope applications;

    d) Applicable global governing and Regulatory Requirements;

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    (e) Business Requirements and user input;

    f) the Project Objectives; and

    (g) the Business Case.

    2.3.2 Benchmarking Study and Business Case.

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    (a) will conduct a benchmarking study, using current financial

    and operating performance data (to be provided by to in a timely

    manner at or near the beginning

    of

    the Project) (the Benchmarking Study ).

    1.

    2.

    3.

    4

    will recommend up to twenty (20) KPis that may

    use in order to measure value realization for Project and

    monitor process improvements.

    Using current financial and operating performance da

    ta the Project Team will take baseline measurements for the

    KPis (selected in the previous step) and will provide ben

    chmarking analysis comparing such baseline measurements to

    relevant comparable industry data.

    will present such baseline data and resulting benchmarking

    analysis to to facilitate analysis and discussion between

    the Parties with respect to maximizing futegra' s return on its

    Project investment.

    The targeted improvements for any KPI will be reviewed for

    approval by the appropriate futegra stakeholders who will be

    impacted by any such KPis. Organizational Change Manage

    ment methods will

    be

    utilized

    by

    the Team to gain buy-in

    by

    stakeholders.

    b) Business Case.

    1. will analyze the Business Requirements and the results of

    the Benchmarking Study, and will identify those business

    process areas that offer the best potential for value creation.

    Based on the above, will provide to a Business

    Case report identifying:

    i) key areas

    of

    cost savings;

    ii) key benefit opportunities; and

    iii)

    key value realization targets.

    c) Financial impact and benefit tracking.

    1. Upon receiving Acceptance

    of

    the Benchmarking Study and the

    Business Case will utilize up to twenty (20) KPI's to track

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    the realization of benefits within its proprietary Solution Work

    bench tool during the course of the Project.

    2.3.3 Business Requirements. will use methods which may include one-on-one inter

    views and/or workshops with business process SMEs) to gather Business Re

    quirements.

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    a)

    he

    Project Team will identify the Business Requirements for the System.

    1.

    2

    3.

    The Project Team will gather and document the Business Re

    quirements for each process area in scope, clearly and consis

    tently, including structured reviews with stakeholders to

    confirm such Business Requirements.

    The Business Requirements will be the basis for the Business

    Process Designs and the Configuration of the System.

    The Business Requirements will also be used as input to the

    Functional Specifications, which in tum will serve as the predi

    cate for the Technical Specifications, which will be used to de

    velop objects.

    b) Design Guidelines. In gathering and/or documenting the Business Require

    ments, the Functional Specifications or the Business Process Designs, the

    Project Team will use the following guidelines to achieve the Project Objec

    tives, including:

    1

    2

    3.

    4

    5

    6

    Minimizing the number objects;

    A voiding Modifications;

    Simplifying and eliminating unnecessary steps in busi

    ness processes;

    Requiring solid business justification for deviating from stan

    dard APQC

    or

    provided processes;

    Considering Localizations and Regulatory Compliance

    Requirements as necessary; and

    Maximizing automation in business processes wherever possi

    ble.

    c) Teams. personnel will be prepared for gathering Business Require

    ments by:

    1

    2

    Understanding the parts

    of

    business applicable to the

    processes under consideration; and

    Understanding the Project Objectives.

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    2.3.6 Technology Architecture Strategy. The Project Team will prepare an initial technology

    architecture strategy (that will be updated from time to time as required during the con

    duct of the Project) that will:

    a) Accomplish the following objectives:

    1.

    2.

    support processes and applications as designed, in

    support

    of

    the Project Objectives and Business Requirements,

    and include appropriate growth plans as communicated

    y

    to the Project Team; and

    support the ability

    of

    the System to incorporate updates, en

    hancements and future releases.

    b) Include descriptions

    of

    the following components:

    1.

    2.

    3.

    4.

    5.

    6.

    7

    servers, including the required numbers and sizing (processors,

    memory, and data storage);

    workstation requirements;

    operating systems

    network, connectivity and communication requirements (includ

    ingVPNs);

    database requirements;

    technology tools utilities; and

    backup and hot-site failover procedures.

    (c) Establish governance policies and administration procedures for the on-going

    management

    of

    the Technology Architecture, including back-up procedures,

    data transport procedures, authorization and profile maintenance, and per

    formance monitoring.

    d)

    (a), (b) and (c) above, shall be known collectively, as the Technology Archi

    tecture Strategy .

    2.3. 7 Enterprise Architecture.

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    a)

    will review proposed Enterprise Architecture for its ability to

    facilitate the Project Objectives and will provide with recommenda

    tions for any necessary changes, including:

    1.

    Application Architecture, representing the proposed future state

    of

    software applications to be utilized for the Project (the Ap

    plication Architecture ), including:

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    2.

    3.

    4.

    i) application functionality components and relationships;

    ii)

    application development supporting software languages

    and tools, and other required software applications tools

    technologies (such as testing tools);

    iii)

    diagram describing inbound and outbound

    interfaces (which is subject to further refinement in sub

    sequent phases);

    iv)

    methods (including SOA tools, where ap

    propriate) with other System components including leg

    acy systems; and

    (v) legacy software including configurations re

    quired to interface with the System.

    Reporting and I Strategy and architecture required to run it,

    including software and data required to support I and reporting

    requirements;

    Information Architecture, including master data descriptions;

    and

    Technology Architecture Strategy

    b) (a), (2), (3) and (4) above, collectively, shall be known as, the Enterprise

    Architecture .

    2.3.8 Database & Instance Strategy. The Project Team will determine and establish there-

    quired number

    of

    production and non-production database instances to allow work to

    progress from development through testing in a manner that will allow test results and

    design decisions to yield results that are indicative of the performance of the System in

    production (the Database and Instance Strategy ).

    2.3.9

    Functional Specifications. The Project Team will create written specifications and do

    cumentation that describe the expected operation

    of

    any and all objects, Mod

    ifications or Customizations based on the Business Requirements in sufficient detail in

    order to create the Technical Specifications (the Functional Specifications ).

    2.3.10

    Regulatory Compliance & Validation, Security Matrix, Risk Mitigation, Controls, and

    Application Security Requirements Definition and Design.

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    a)

    Regulatory Compliance Validation. Regulatory compliance requirements,

    including Validation considerations, will be an part of the Project

    approach in all phases.

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    10

    /

    11

    1.

    2

    3

    The guiding methodology for System Validation will be

    Validation policy.

    will assist throughout all phases

    of

    the Project and

    will lead the team in designing efficient compliance processes

    and procedures, as well as facilitating knowledge transfer.

    With respect to regulatory compliance and Validation tasks, the

    guiding principles for all phases throughout the Project are to:

    (i) Identify regulatory compliance requirements and Vali-

    dation considerations including documentation methods

    requirements, and testing requirements approach-

    es;

    (ii) Use (to the extent possible) existing regulatory

    compliance documentation and Validation processes,

    policies and documentation if any);

    (iii)

    Design processes and Configure the System in such a

    way so that Regulatory Compliance and Validation can

    be accomplished effectively;

    (iv) Provide detailed tasks in the Project Plans to adequately

    address Regulatory Requirements and Valida-

    tion considerations;

    (v) Identify and recommend tools, methods, software, and

    processes to be used in required tasks for Regulatory

    Compliance and Validation;

    (vi) Identify and create a Compliance and Validation Strate-

    gy for regulatory compliance and Validation during the

    Global Design Phase; and.

    (vii) Create, test and implement detailed processes, systems,

    and documentation associated with regulatory com-

    pliance and Validation during subsequent phases of the

    Project.

    (b) Security Matrix. The Project Team will design (with due regard to cost ver-

    sus benefit) a security matrix so that the System provides integrity, reliabili-

    ty, and availability of Data and information to users (the Security

    Matrix )

    (c) Compliance and Validation Strategy: During the Global Design Phase, the

    Project Team will create a compliance and Validation strategy, which will:

    1.

    be aligned and in accordance with Validation policy;

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    2

    3

    4

    5

    6

    7

    8

    include at a minimum, Industry Leading Practices and industry

    standard elements for computer systems validation in

    regulated industry;

    identify scope, work-plans, Deliverables, Acceptance Criteria

    and Milestones for how the System will be Validated from de

    velopment through retirement o the System;

    include a high-level overview

    o

    methodologies and strategies

    for data migration and conversion, solution testing and defect

    management, and change management processes;

    include a list

    o compliance requirements

    include a clear definition o roles and responsibilities;

    include a high-level overview

    o

    the System, key functionalities,

    architecture, business processes; and

    identify the framework and processes necessary so that the Sys

    tem remains in a Validated state post go-live.

    (the Compliance and Validation Strategy ).

    (d) Risk Mitigation Plan. Risk assessment and related risk mitigation planning

    falls into two broad areas: Regulatory and compliance related risks, and

    Project related risks.

    1. The Project Team will create a written risk mitigation plan (and

    update such plan as the Project progresses) that will address

    regulatory, compliance and Validation risks, reference the

    Validation and testing requirements contained in the

    Compliance and Validation Strategy and address all other risks

    associated with the Project (the Risk Mitigation Plan ),

    including:

    (i) providing a high level evalution

    o

    the functions within

    the System to determine the criticality and complexity

    o

    each.

    (ii)

    providing a justified, documented assessment o

    business, technical and regulatory risks associated with

    the System.

    (iii)

    providing an input to planning the Validation and

    testing tasks (to be executed during the Global Build

    Phase) to support compliance with Regulatory

    Requirements.

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    (iv) enabling a compliance review prior to go

    live.identifying and planning means to mitigate Project

    related risks as separate tasks and activities.

    (e) IQ/OQ. The Project Team will design plans, procedures, completion criteria

    and other documentation so that IQ and OQ can be achieved during the ap

    propriate subsequent phases of the Project.

    2.3.11 Conference Room Pilot.

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    a) As processes are identified, categorized and solutioned, the Project Team

    will Configure a representative prototype to illustrate for business users the

    key processes and scenarios within application environ

    ment(s), based upon the Business Requirements (the Conference Room Pi

    lot or CRP Instance ).

    b) The CRP Instance to be used during the Global Design Phase will include

    sample data and high-level business processes (no more detailed than Level-

    3) where appropriate and where possible.

    (c) Near the end ofthe Global Design Phase, the Project Team will conduct a

    two-step Conference Room Pilot, identified as CRP lA and CRP-lB.

    1.

    2.

    CRP lA.

    i) For each major process area, the Project Team will con

    duct CRP lA in the presence

    of

    business

    process SMEs, business users, and other

    stakeholders (the CRP Attendees ). The

    CRP Attendees will have knowledge and familiarity

    with the process area being addressed and

    Business Requirements for their given process areas.

    Using the CRP Instance, members of the Project Team

    will walk the CRP Attendees through the Confi

    gurations and business processes for each process area,

    including Gaps already identified and the proposed res

    olution of those Gaps. Where Localizations have been

    identified, these will also be discussed.

    ii) The Project Team and the CRP Attendees to

    gether will determine whether the Configuration, busi

    ness processes and/or any Gap resolutions

    or

    Localiza

    tions are sufficient to meet the Business Requirements.

    iii)

    If

    they are not, the CRP Attendees will provide

    guidance and feedback to the Project Team as to what

    would be acceptable.

    CRP lB.

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    i) For those Gaps that remain unresolved after CRP-lA,

    the Project Team will re-Configure the applica

    tion, re-design the business processes and/or re-design

    the proposed Gap resolution or Localization.

    ii) The newly modified solution will be demonstrated a

    second time to the CRP Attendees. These indi

    viduals, together with the Project Team will determine

    if the modified solution is acceptable, and if so the

    Project Team will update the Fit/Gap Analysis with the

    proposed solution. If further re-work is still needed,

    this will also be documented in the Fit/Gap Analysis,

    escalated as required, and, if approved, addressed dur

    ing the Global Build Phase.

    d) The Team will generate a report at the end

    ofCRP lB

    which sets forth the

    results

    of

    the CRP, and update the Fit/Gap Analysis and all

    of

    the various af

    fected design documents including and Localizations.

    2.3.12 Data Management.

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    a) Data Readiness Assessment.

    1.

    2.

    3.

    During the Global Design Phase of the Project, the Project

    Team will conduct an assessment of the Data that is

    expected to be converted from existing legacy systems into the

    new System (the Data Readiness Assessment ).

    The Project Team will design such assessment so that it:

    i) may reasonably be used by to size the scope and

    effort

    of

    the data cleansing and preparation activities;

    and

    ii) will provide a recommended approach to meet

    data Transformation objectives.

    The Data Readiness Assessment will profile the current sources

    of Data, so that the Project Team can identify and

    understand the characteristics

    of

    the Data that may

    impact how the source Data can be mapped to the

    System. The Data Readiness Assessment will determine:

    i)

    Data sources and volumes;

    ii)

    Data quality;

    iii)

    Data security requirements; and

    iv) Data cleansing requirements.

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    b)

    Data Design. The Project Team will conduct a data design effort that will

    define the planned usage, definition, and values of data attributes within the

    master file targets, which will include chart of accounts, employee master

    file, product master file, supplier (vendor) master file, and customer master).

    c) Data Management Plan.

    1. The Project Team will develop a plan that will address any iden-

    tified quality issues with Data prior to conversion (the

    Data Management Plan ), including:

    i) Identification of appropriate master and transactional

    data to be transferred to the System (as defined and ap-

    proved y

    ii) Identification of the requirements for cleansing the

    Data prior to loading it into the System;

    iii) Identificationof tools necessary to facilitate the migra-

    tion, cleansing and governance

    of

    Data;

    iv) Identification of issues relating to data privacy and data

    protection;

    (v) Development of practices and procedures to guide the

    required data cleansing effort;

    vi)

    Staffing requirements; and

    vii)

    Milestones related to the Data Management Plan.

    d)

    Data Governance Strategy.

    1.

    2.

    3.

    The Project Team will create a written plan for developing and

    administering the policies for managing Data during and

    after the System implementation (the Data Governance Strate-

    gy ).

    The Project Team will design the Data Governance Strategy in

    an effort to meet both (A) enterprise Business Re-

    quirements; and (B) business unit Business Require-

    ments.

    The key elements of the Data Governance Strategy are:

    i) Data management policies, procedures and

    standards that govern data quality; and

    ii) roles and responsibilities for carrying out the

    approved policies, procedures, and standards.

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    4.

    The Project Team will develop a plan to describe the means by

    which ata originating from and used

    by

    different sys

    tems running concurrently as the result

    of

    a phased rollout will

    be managed to provide for on-going business operations after

    ata is loaded into the System.

    (e)

    ata

    Conversion Strategy.

    1.

    2

    3.

    The project Team will develop a strategy to successfully com

    plete data conversion required for the implementation with re

    spect to all data including new and legacy data conversion re

    quirements ( Data Conversion Strategy ). The key elements of

    the Data Conversion Strategy are:

    i) Identification ofmaster and transactional data to be

    converted into the System;

    ii)

    Conversion approach (manual vs. programmatic);

    iii)

    Identification

    of

    tools to

    be

    used

    by

    the Project team to

    convert and manage Data;

    (iv) Convers ion process activities and the steps required to

    allow the Data to be converted

    and

    loaded into

    the System test instance;

    (v) Business rules;

    (vi) ata mappings;

    (vii) Transformation rules; and

    viii)

    ata

    Validation strategy to confirm that the

    ata is appropriately converted into the applicable

    Software (per Section 2.3.10) .

    The Project Team will develop a strategy for retirement of

    ata

    from legacy systems, which is not intended to be

    converted and transferred into the System (the Data Archiving

    Strategy).

    The

    Data Conversion Strategy will:

    i) Distinguish what is master data and what is

    transactional data, and establish processes

    to

    manage

    each;

    ii) Minimize the need for costly rework and repeated set

    up and Configuration

    of

    instances

    associated with conversion errors;

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    iii)

    Identify and resolve) the majority of potential

    conversion issues prior to the actual mock conversion

    execution;

    iv) Provide for backup of existing data prior to conversion;

    and

    v)

    e

    based on the Functional Specifications.

    2.3.13

    Legacy Systems and Running

    Old

    and New Systems Concurrently.

    a)

    The Project Team will develop a detailed plan for supporting multiple

    technical landscapes e.g., some facilities on legacy systems vs. new System)

    including business process implications and an strategy, which

    include roles and responsibilities, contingency plans, help desk hours and

    staffing.

    b)

    The Project Team will develop a detailed data management plan describing

    the means by which Data originating from and used by different

    systems running concurrently as the result

    of

    a phased System deployment

    will be managed to provide for on-going business operations

    including plans for supporting customers, suppliers and employees using old

    and new systems concurrently.

    c) Legacy System Retirement Planning.

    1.

    During this Phase of the Project, the Project Team will make

    recommendations regarding how legacy systems whose functio

    nality will be replaced by the System, will be retired, including:

    i) How

    Data contained in such legacy systems will

    be

    cleansed, converted and transferred;

    ii) How

    the legacy systems will be prioritized for shut

    down, as conversion occurs;

    iii) How

    the legacy systems will be retired and taken out

    of

    operation;

    iv) Consideration ofwhether a parallel run strategy is ap

    propriate; and

    v) How Data not converted will be archived and

    made available to for on-going use.

    2.3.14

    Reporting and Business Intelligence BI) Strategy.

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    a)

    will develop and submit to for its review and approval, a written

    Business Intelligence strategy and architecture that is designed to deliver im

    proved management reporting and facilitates evidence-based decision-

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    making (the Reporting and Business Intelligence Strategy or Reporting

    and BI Strategy

    .

    b)

    As part

    of

    this effort will:

    1.

    2.

    3.

    review current approach to Business Intelligence;

    evaluate existing

    I

    tools and applications; and

    identify Business Requirements that relate to Business Intelli

    gence.

    (c) Based on the Business Requirements, will recommend, and upon

    approval, design a Reporting and Business Intelligence Strategy, archi

    tecture, and approach, which will include:

    1.

    2.

    3.

    4

    Collecting the desired analytics and reporting requirements for

    each business process;

    Defining which reporting and BI tools will be used within the

    System;

    Recommending the proper balance between standard reports

    and self-service analytics; and

    Assessing the adequacy

    of

    prepackaged reports and BIIDW ap

    plications within the applications.

    d) will also recommend any necessary Software tools and work

    that may be necessary to accomplish the approved Reporting and

    Business Intelligence Strategy.

    2.3.15 Reports, Interfaces, Conversions, Extensions and Workflows (

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    (a) Development Strategy. During the Global Design Phase, the Project

    Team will design and document a strategy for the development

    objects (the Development Strategy). The guiding principles for

    the Development Strategy will provide for:

    1

    2.

    3.

    4.

    the design objects that will utilize supported

    tools and technologies;

    objects that will

    e

    capable of being reused (with rea

    sonably appropriate retrofitting)

    n

    later upgrades of the System;

    the design objects will utilize the latest appropriate

    technology, as agreed to by for extending applications;

    the design of conversion programs (including those for master

    data) which can be leveraged for future Acquisitions;

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    5

    6.

    the creation of templates for technical design documents for

    SO related extensions; and

    the establishment of rules for development which will:

    i)

    attempt to minimize the number

    ii)

    take into account current technologies such as Service

    Oriented Architecture (SOA), XML Gateway, Business

    Events, BI Publisher, Applications Framework

    (OAF), Applications Development framework (ADF),

    Approval Management Engine (AME) etc.; and

    iii) comply with current applicable standards in-

    tended to facilitate upgrading to future ver-

    sions of

    b) The Project Team will prepare a list required for the System to

    meet the Business Requirements, together with Functional Specifications for

    each identified object ( Listing ).

    2.3.16 Standard Operating Procedures (SOPs) and Templates.

    a) The Project Team will develop a list of documents which will allow individ-

    ual Sites to prepare for and perform the implementation of the Sys-

    tem, including:

    1.

    2.

    Identification of global SOPs to be developed during the Global

    Build Phase; and

    templates to detail how the System will be deployed to each

    Site.

    2.3.17

    Deployment Strategy.

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    a) Definition.

    1.

    2.

    The Project Team will use methods which may include conduct-

    ing workshops for the

    joint

    Project Team, to determine the ap-

    propriate way to implement and deploy the System throughout

    the Sites, including how legacy systems will

    be

    incorpo-

    rated or retired.

    Based

    on

    the outcome

    of

    the work performed pursuant to sub-

    section (1) above, The Project Team will develop and submit to

    for its review and approval, a deployment strategy doc-

    ument for the global System implementation that is cost-

    effective and takes into consideration the Project Objectives

    (Deployment Strategy ).

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    b)

    Minimum Requirements. The Deployment Strategy will, at a minimum in

    clude the proposed location and timing o implementing the System on a di

    visional, regional, process, modular or other basis, as required by

    identify the location o the Pilot; and describe the sequence and the detailed

    plan for physically implementing the System at applicable Sites.

    (c) Additional Requirements. The Deployment Strategy will also include:

    1.

    2

    3.

    4.

    5

    6

    A statement describing System deployment objectives,

    including, without limitation, minimizing disruption to

    businesses, risk mitigation, and contingency planning;

    A plan for staging and sequencing System functionality across

    the Sites;

    List o viable staging and sequencing scenarios;

    The location and timing

    o

    the Pilot Site deployment;

    Documentation

    o

    the rationale for the inclusion or exclusion

    o

    scenarios; and

    A high level time-line and staffing plan for deployment across

    all Sites and facilities.

    2.3.18 Localizations.

    (a) During the Global Design Phase, the Project Team will identify and list the

    required Localizations for North America and identify additional Localiza

    tions that are known for the remainder

    o

    Sites.

    b) The Project Team will summarize the Localizations by Site. During

    this Phase, the Project Team will write Functional Specifications for all

    North American Localizations.

    (c) Functional designs will also be written for any Localizations outside o North

    America that were identified during the Global Design Phase.

    t

    is expected

    that additional Localizations may be discovered for Sites outside

    o

    North America in the future and they will be addressed and designed in sub

    sequent deployment phases o the Project.

    2.3.19

    Implementation Plan and Estimate.

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    (a) At the end o the Global Design will use its methodologies and

    estimating tools to refine its previous estimates and deliver to for its

    review and approval a plan for implementing (from Global Build through the

    Deploy and Support Phases) the System (Implementation Plan and

    Estimate ), including:

    1.

    Schedule;

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    2.

    Resource estimates;

    3. Milestones;

    4. Deliverables; and

    5

    Cost estimate, in accordance with Section 10.2.1.

    b)

    will submit the revised Implementation Plan and Estimate to

    upon completion of activities in the Global Design Phase (but in such a

    manner as to avoid unnecessary delays in transitioning to the Global Build

    Phase).

    (c) The revised Implementation Plan and Estimate must be written in such a

    manner that a reasonable service provider would be able to understand and

    could use the plan as a basis for implementation.

    2.3.20 Organizational Change Management (OCM)

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    (a) During the Global Design Phase, The OCM Team will finalize the OCM

    Strategy and the Organizational Transformation Plan and execute the tasks

    and prepare the Deliverables called for during this phase pursuant to Section

    3.

    b)

    Training Strategy and Planning.

    1.

    2.

    3.

    4.

    During the Global Design Phase, The OCM Team and the

    Project Team will develop a Training Strategy that addresses the

    learning needs of each impacted stakeholder group, including

    super users (as designated by trainers, end users and

    support staff (the Training Strategy ).

    The Training Strategy may include consideration for conducting

    a training simulation, including pre-configured laptops, desk

    tops, pre-loaded data, role based demo scripts, demo portal

    access for users and pre-defined roles.

    Needs Assessment. The Project Team will assess the various

    training audiences impacted by the Project and use this data to

    appropriately define learning needs, understand business

    unit and geographical differences and deliver a document

    detailing the results of such assessment (the Needs

    Assessment).

    Initial Training Plan.

    he

    Project Team will provide a high

    level approach for delivering end user training, which includes

    the Training Strategy, Needs Assessment, plans for design and

    development of training documentation and curriculum, and

    requirements for training related to deployment and Post

    Production Support activities (the initial Training Plan ). The

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    Training Plan will be updated with more detail during the

    Global Build Phase.

    2.3.21 Planning for Production Support.

    a) During the Global Design Phase, the Project Team will:

    1.

    2.

    3.

    document the initial high-level Ongoing Production Support

    Plan pursuant to Section 2.6.4 c)l,

    document the requirements for the Center of

    Excellence;

    plan for ongoing production support mechanisms; and develop

    processes and rules for approving, designing, testing and dep

    loying changes to the Production System.

    2.4 Global Build Phase.

    2.4.1 Overview: During the Global Build Phase, the Project Team will perform the Services

    required to Configure and build the System to satisfy the Business Requirements in ac

    cordance with the Project Plan.

    2.4.2 he Services that the Project Team will perform during this phase as further outlined in

    more detail in the remainder of this Section below) include:

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    a) Deploying and qualifying the Technology Architecture as designed in the

    Technology Architecture Strategy;

    b) Installing the required Software applications both and non-

    applications) in accordance with the Application Architecture;

    c)

    Deploying and qualifying the required database instances as set forth in the

    Database Instance Strategy;

    d)

    Designing and developing objects identified during the Global De

    sign Phase in accordance with the Development Strategy;

    e) Designing and developing Localizations identified during the Global Design

    Phase;

    t) Designing and documenting all Detailed Business Processes that are neces

    sary to satisfy the Business Requirements;

    g) Configuring the System and confirming that the System Configurations are

    in accordance with the applicable specifications and Business Requirements;

    h) Performing defect resolution, as appropriate to resolve any issues related to

    errors or faulty code development;

    i) Cleansing and preparing data to be converted and migrated to the new Sys

    tem;

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    G Performing unit testing on objects, Modifications, Customizations

    and Localizations;

    k)

    Executing the required Organizational Change Management activities as

    called for

    in

    the Project Plan for the Global Build Phase;

    (I) Executing the planned regulatory compliance and Validation tasks required

    to be performed during the Global Build Phase;

    m) Executing the Compliance and Validation Strategy and completing the tasks

    and Deliverables indentified in the Master Validation Plan as required during

    the Global Build Phase;

    n) Updating and implementing the Risk Mitigation Plan(s) for both regulatory

    risks and project risks separately;

    o)

    Updating the Reporting and

    I

    Strategy Document as required and perform-

    ing tasks called for during the Global Build Phase relating to reporting and

    I

    activities;

    p) Designing and documenting Test Plans and Test Cases required to be used in

    the Testing Phase;

    (q) Updating the Deployment Strategy as required and perform tasks called for

    during the Global Build Phase;

    r) Updating the Training Plan and Training Strategy as required, developing

    Training Documentation and performing all other tasks called for during the

    Global Build Phase in the Project Plan;

    (s) Planning for legacy system retirement, running the System and the legacy

    systems (legacy and new) in accordance with the Deployment Strategy;

    t) Preparing the initial draft of the Cutover Plans for each Site which in-

    cludes the Cutover Checklist for each Site in accordance with the

    Deployment Strategy; and

    u) Conducting one or more Conference Room Pilots (CRPs).

    2.4.3

    Design Development (including North America Localizations).

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    a)

    Technical Specifications. will create detailed Technical Specifications

    for each of the objects, sufficient to allow a reasonably competent

    developer to develop the object so that it will meet its expected op-

    eration (as defined by the Functional Specifications) in accordance with the

    Business Requirements, including:

    1 Technical Specification Templates;

    2.

    Guidelines specifying when languages other than American

    English must be accommodated; and

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    3. Conventions and guidelines for code design, including those re

    lated to object oriented standards, Service Oriented Architecture

    (SOA) principles, and code reuse.

    b) Develop and unit-test and identified Localizations.

    1.

    2.

    3.

    During this Phase, will develop and unit-test all required

    objects and identified Localizations;

    will develop and identified Localizations using

    both onsite and offshore teams and resources;

    will be complete when they have passed User Ac

    ceptance Testing (which is scheduled to occur in the next Phase

    o

    the Project).

    (c) Conversion and Interface Programs Documentation.

    1.

    2.

    The Project Team will develop and document a detailed listing

    and description

    o

    the data objects, conversion programs, and

    interfaces required to be built to support the System ( Conver

    sion and Interfaces Programs Document ). The Conversion and

    Interfaces Programs Document will include:

    i) Data synchronization requirements;

    ii) Sources o all data elements;

    iii) Specification

    o

    the programs that will extract data from

    legacy systems; and

    (iv) Details

    o

    the interface programs that are to be devel

    oped, which will include the type o interface, messag

    ing rules, messaging frequency, and field mapping.

    will update the Listing so that it remains current.

    d)

    Unit Testing. will test the newly developed objects at their

    smallest functional point to verify that the code meets its Technical Specifi

    cations ( Unit Testing ).

    2.4.4 The Project Team will Configure or design and develop Localizations required for the

    North American deployment waves during the Global Build Phase and incorporate them

    into the Production System. The Project Team will also Configure or design and devel

    op known Localizations for regions outside o North America during the Global Build

    Phase.

    2.4.5 Roles and Authorization Specification. The Project Team will prepare a document that

    describes (a) the procedures, policies and methods for creating user roles within the

    Production System, and (b) detailed specifications

    o

    user roles and the privileges and

    restrictions associated with each user profile such that role based security standards are

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    maintained (the Roles and Authorization Specification ), which will include the fol

    lowing key activities:

    (a) Establish administrative procedures for managing user roles and associated

    authorizations for the System;

    b) Define new user roles and authorizations for new and changed business

    processes implemented in the System;

    (c) Modify existing user roles and authorizations for new and changed business

    processes implemented in the System;

    d)

    Define Acceptance Criteria o all user roles and authorizations for

    Testing and User Acceptance Testing activities;

    (e) Test new and changed user roles and authorizations in the System; and

    f) Implement new and changed user roles and authorizations in the System.

    2.4.6 Training Documentation and curriculum to be prepared during the Global Build Phase.

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    (a) The Project Team and the OCM Team will create a training curriculum that

    aligns with the OCM Strategy and details the profiles o the various business

    roles in the future environment and provides a roadmap o the activi

    ties that will be undertaken to reasonably equip end-users with the skills and

    knowledge necessary to perform their jobs and achieve the key performance

    indicators desired. The Project Team will update the Training Plan to in

    clude:

    1.

    2.

    3.

    4.

    5.

    6

    7

    8.

    Role profiles and descriptions;

    Mapping

    o

    ob and security profiles to applicable business

    processes, transactions, tools, and applications within the future

    business environment and System;

    Role-based training plans based on the above role mapping;

    Training plans for each user and trainer;

    Training workshop schedule and related logistics requirements;

    Confirmation

    o

    a system to confirm training effectiveness and

    maintain accurate training records;

    Standards for the development

    o

    Training Documentation; and

    Development

    o

    training feedback mechanisms and processes.

    b)

    The Project Team will create the training documentation based on the Train

    ing Plan and Training Strategy and will include all materials, whether in writ

    ten or electronic form, needed to reasonably equip trainers and end users with

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    the skills and knowledge necessary to perform their jobs and achieve the de

    sired key performance indicators (the Training Documentation ).

    (c) The Project Team will:

    1.

    2.

    3.

    4.

    5

    Prepare end-user role-based training courses (the training

    curriculum) supported y realistic exercises and simulations;

    Finalize the detailed Training Plan for training that will deliver

    targeted learning to users based on their specific needs;

    Incorporate the following into the Training Plan:

    i) Courseware maintenance and change control processes

    for process/system changes;

    ii)

    Ongoing infrastructure/technology requirements;

    iii) Potential re-purposing of content for web-based

    training; and

    (iv) Ongoing training, inclusive of refresher training and

    training for new hires and

    jo

    changes.

    Training Documentation will include the following:

    i) detailed role-based content that includes copies of

    screens and the instructions for navigating both within

    that screen and to other screens in order to perform de

    fined work tasks, and

    ii)

    quick reference or pocket guides for the most common

    ly used transactions.

    Other documentation forms and tools will be utilized as agreed

    y

    the Parties.

    d) The Project Team will develop processes that provide for continuous im

    provement

    of

    training methods, documentation and trainers, and also develop

    processes that determine whether users who have been trained are capable of

    operating the System on a day to day basis.

    2.4.7 Test Plans, Test Scripts and Test Preparation. The Project Team will prepare Test

    Plans, Test Scripts and other related Deliverables, which will include industry standard

    attributes, location of testing, resources, roles/responsibilities and testing tools. The fol

    lowing elements will be included:

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    a) Test Plans and Test Scripts.

    1. The Project Team will develop a set

    of

    plans for execution

    of

    the various tests (including tasks and checklists) that are re-

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    1.

    2

    3.

    System Testing.

    he

    Project Team will create plans

    for System Testing so that each developed compo

    nent functions in an manner with the rest

    of

    the Sys

    tem and individual modules, add-ons, or other separate parts,

    when combined together, operate as required, and include test

    ing for:

    i) security/role based access and administration testing, as

    well verification

    of

    any regulatory or compliance re

    quirements;

    ii)

    all functionality as identified in the Business

    Process and Localization design documents;

    iii) back

    up/recovery testing to verify that backup and re

    covery procedures execute successfully;

    iv) all interfaces to and non- systems e.g.

    real-time, batch processing);

    v) middleware within the System and all other

    relevant to the System; and

    vi) electronic exchange

    of

    information to external partners

    e.g. customers, suppliers).

    Performance Testing. The Project Team will prepare plans for

    Performance Testing so that scalability, reliability and resource

    usage ofthe System is able to withstand the estimated load and

    include reliability and responsiveness for transactional and/or

    reporting functions;

    Stress Testing. The Project Team will prepare plans for Stress

    Testing of the System using simulated peak system loads and

    include plans for:

    i) Loading data into the System to validate successful op

    eration for extended periods of time and with high vo

    lumes of data being accessed across the network;

    ii) Simulating peak concurrent user volumes;

    iii)

    Documenting to show when the System begins to exhi

    bit performance degradation;

    iv) Assessing System scalability;

    v) Implementing performance tuning measures, based on

    the results ofPerformance Testing and Stress Testing as

    required to meet the Business Requirements; and

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    4.

    vi)

    Verifying that System performance meets the Business

    Requirements.

    Regression Testing.

    he

    Project Team will prepare plans for

    the following regression testing activities, so that any Modifica

    tions, Customizations, and/or Configurations as required, do not

    adversely impact the System as a whole:

    i)

    System functionality verification;

    ii)

    Reasonable assurance that any system bug fixes,

    patches, or vendor related updates do not adversely im

    pact the functionality; and

    iii) Identification and creation of a set

    of

    test cases scripts

    scenarios that are considered the minimum required, in

    addition to the functions primarily affected, to execute

    for any release moving forward.

    2.4.8

    Master Validation Plan

    and

    Regulatory Compliance. During the Global Build Phase,

    the Project

    eam

    will execute the tasks and activities as defined

    in

    the Compliance and

    Validation Strategy.

    2.4.9

    Entetprise Architecture: he Project eam will update and finalize the Entetprise

    -

    chitecture, as appropriate and with approval, so that it is complete and accurate

    2.4.10

    Cutover Plan.

    he

    Project

    eam

    will create the first draft

    of

    the Cutover Plan for each

    Site which will include a Cutover Checklist for each Site). The Cutover

    Plan and Cutover Checklist will

    be

    finalized

    in

    subsequent phases

    of

    the Project and are

    more fully described

    in

    Section 2.5.7.

    2.4.11

    IQIOQ.

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    a) he Project eam will execute the IQIOQ plans so that the environment s)

    are prepared, Software successfully installed, back-outluninstall procedure is

    prepared, and necessary interfaces, components, and systems

    can be

    success

    fully init iated and operated for North America and for all other Sites

    in later phases

    of

    the Project), which includes:

    1.

    2

    3.

    Creating and completing the IQIOQ documentation for the Sys

    tem, which will consist at minimum,

    of

    a summary

    of

    the Sys

    tem

    and step

    by

    step instructions for IQIOQ execution;

    Executing the IQIOQ according to approved procedure, and

    providing documented evidence

    of

    successful Software installa

    tion;

    Verifying that backup and recovery procedures execute success

    fully;

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    4.

    5.

    6.

    7

    Validating that System administration activities execute suc

    cessfully;

    Verifying that the test and production instances are mirrored and

    all exceptions are documented

    Successfully resolving any defects; and

    Preparing a summary of successful installation, and submitting

    same to for review, approval, and acceptance.

    2.4.12 Conference Room Pilot s). During the Global Build Phase, the Project Team may elect

    to conduct one or more additional Conference Room Pilots CRPs). Each successive

    CRP will include more detail as Business Processes are designed and objects

    are developed and incorporated into the CRP instance. The CRPs will be conducted in

    the same manner as described in Section 2.3.10 e), except that business users will have

    the opportunity to execute the processes and software tasks themselves rather than hav

    ing such functio