Approved: —Terry" eds, Director

Date:

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Water Services Department

Date: May 24, 2013

To: Terry Leeds, Director

From:/ f

Kathleen M. Whalen, Customer Service Officer

Subject: Solicitation Waiver for Contract with West Monroe Partners

It is recommended that solicitation requirements for the above contract with West Monroe Partners(WMP) be waived. The purpose of this contract is to develop a change management strategy for theWater Services customer-facing and support functions, including the Call Center and billing processes.It is in the City's best interest to waive solicitation requirements for this contract because:

• Customer service levels in the Water Services Department arc perceived as being critically low.This perception eannot continue given the signi [leant water and wastewater rate increases thatcitizens are facing. Time is of the essence in remedying the department's customer serviceissues because double-digit rate increases have occurred for the past four years and will continuein the near future.

• It is anticipated that the customer service organizational structure and processes, as well as theunderlying support activities, will require significant modification as initiatives are implementedto improve the WSD customer experience.

* West Monroe is uniquely qualified to assist WSD in managing such change due to their uniquecombination of expertise in the customer service and business process design and improvementarenas. Utilities are particular areas of focus within WMP's practice.

For all the reasons above, I believe that WMP will provide the service requested in the most efficientand effective manner. WMP has provided an estimate for this project of approximately 557,500, whichincludes the cost of their professional services as well as reasonable travel costs.

CHANGE MANAGEMENT STRATEGY

PROJECT NO. 14001WATER SERVICES DEPARTMENT

This contract is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal corporation("City") through its Water Services Department ("WSD") and West Monroe Partners, LLC ("Contractor"),whereby Contractor shall perform an assessment of the Customer Service processes ("Project") for the Cityin accordance with terms and conditions contained in this contract.

PART ISPECIAL TERMS & CONDITIONS

Sec 1. Work to be Performed. Contractor shall perform the work specified in Exhibit I, Scope ofServices attached hereto and incorporated into this Contract.

Sec. 2. Term of Contract. Unless sooner terminated as provided herein, and unless specific datesfor providing services are identified in this Agreement, this Agreement shall remain in force for aperiod which may reasonably be required for the completion of the services to be provided by theconsultant under the Scope of Services. Work under this agreement shall begin upon written

Notice to Proceed. The Director of WSD is authorized to enter into an amendment to extend the term ofthis Contract and time of performance for this Contract.

Sec. 3. Compensation and Reimbursables. Contractor shall be compensated for the Scope of Servicesperformed as specified in Exhibit II, Compensation Schedule attached hereto and incorporated into thiscontract.

Sec. 4. Notices. All notices required by this Contract shall be sent in writing to:

City:

Kathleen M. Whalen, WSD Project ManagerCustomer Service OfficerKansas City Water Services Department4800 E. 63 rd StreetKansas City, MO 64130816-513-0529kathy.whalen@kcmo.org

Contractor: Thomas Kerestes, Contractor Engagement LeadWest Monroe Partners, LLC222 West Adams Street11 th FloorChicago, IL 60606715-874-6016tkerestes@westmonroepartners.com

Sec. 5. Merger. This Contract consists of Part I, Special Terms and Conditions; Part II, Standard Termsand Conditions and any Exhibits or Attachments and any documents incorporated by reference. ThisContract, including any Exhibits and incorporated documents, constitutes the entire agreement between theCity and Contractor with respect to this subject matter.

Sec. 6. Conflict Between Parts. In the event of any conflict or ambiguity between the Special ContractTerms and Conditions of Part I and the Standard Terms & Conditions of Part II of this Contract, Part I willbe controlling.

1

I hereby certify that I,bave authority to execute this document on behalf of Contractor.

Blianiel L. BelmontDirector, Energy & UtilitiesWest Monroe Partners, LLC

Sec. 7. Exhibits to Part I. The following documents are Exhibits to Part I of this Contract and areattached hereto and incorporated herein by this reference:

A. Exhibit I, Scope of ServicesB. Exhibit II, Compensation Schedule

THIS CONTRACT CONTAINS AN INDEMNIFICATION PROVISION

By:

y Le

DirectorWater Services DepartmentKansas City, Missouri

Approved as to form:

Assistant City Attorney

I hereby certify that there is a balance, otherwise unencumbered, to the credit of the appropriation to whichthe foregoing expenditure is to be charged, and a cash balance, otherwise unencumbered, in the treasury, tothe credit of the fund from which payment is to be made, each sufficient to meet the obligation herebyincurred.

2

EXHIBIT I

SCOPE OF SERVICES

Contractor shall perform the following Scope of Services in the manner described below:

OBJECTIVES1. Determine existing leadership alignment on the future transformation in terms of scope, objectives,

priorities, and approach.

2. Determine overall readiness for change at the management and staff levels across the contactcenter, field services, and billing departments.

3. Create an overall change management conceptual approach with a clear framework and story ofhow the organization can expect to successfully transform over the next several years based uponWMP's experience and industry proven practices.

4. Create a change management execution plan with clear estimating factors and deliverabledescriptions to tactically support the transformation effort.

ACTIVITIES, METHODOLOGY AND DELIVERABLESSubject to the terms of this contract, Contractor will provide Services related to the following activities andrelated Deliverables. The planned activities are grouped into five stages of activities:

A. Business and IT Discovery Activities

This stage of the Project accommodates preliminary requirements and information gathering for subsequentstages.

Activities are comprised of:

1. Start Project (Week 1)• Define the overall objectives, scope, approach, budget considerations, and client

expectations for the change management strategy• Create deliverable templates for the preliminary findings, change management conceptual

approach, and change management execution plan• Prepare interview guides for executive sponsors and departmental managers• Hold a 1-2 hour project kickoff meeting

2. Collect Input (Week 1)• Conduct executive sponsor interviews with Bill Downey, Terry Leeds, Kathy Whalen, and

Sean Hennessey• Conduct manager interviews with Mary Ann, Roger, Bill White, and 2-3 other (to be

determined) staff members• Conduct 2-3 other interviews with representatives from Human Resources, Training, or

Internal Communications

3. Summarize Preliminary Findings (Week 2)• Draft current and desired state findings in 8-10 PowerPoint pages• Refine findings at the manager level using feedback from Maryanne Horn, Roger

Ainsworth, Bill White, and 2-3 others staff members• Refine findings at the executive sponsor level using feedback from Bill Downey, Terry

Leeds, Kathy Whalen, and Sean Hennessey• Finalize current and desired state findings in 8-10 PowerPoint pages (using prior feedback)

4. Summarize Change Management Conceptual Approach (Week 3)

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• Draft the change management approach with a focus on the recommended solutions andexpected contributions for executive sponsors, middle managers, staff, and externalstakeholders in 8-10 PowerPoint pages

• Refine the change management approach using manager level feedback from MaryanneHorn, Roger Ainsworth, Bill White, and 2-3 others staff members

• Refine the change management approach at the executive sponsor level using feedbackfrom Bill Downey, Terry Leeds, Kathy Whalen, and Sean Hennessey

• Finalize the change management approach in 8-10 PowerPoint pages (using providedfeedback)

5. Create Change Management Execution Plan (Week 4)• Draft a change management execution plan with a work break-down structure, estimating

factors, deliverables, multi-year schedule, and assumptions in 2-3 Excel pages• Refine the change management execution plan using manager level feedback from

Maryanne Horn, Roger Ainsworth, Bill White, and 2-3 other staff members• Refine the change management plan at the executive sponsor level using feedback from

Bill Downey, Terry Leeds, Kathy Whalen, and Sean Hennessey• Finalize the change management plan in 2-3 Excel pages (using provided feedback)• Hold a go/no-go meeting to determine whether to start the next phase

Deliverables are comprised of:

• Current and desired state findings• Change management conceptual approach• Change management execution plan• Weekly one-page status reports

Any services not explicitly set forth in this SOW are deemed out of scope for this SOW, and will be performedpursuant to a separate statement of work or change order executed by the parties.

4

PROJECT TIMELINE

KC Water Change Management Timeline

TASKSWeek

Actions1 2 3 4

Start Project

Define overall objectives; create

templates; prepare interview guides;

and hold kick-off meeting

Collect Input

Conduct Executive interviews;

manager interviews; and others such

as HR, Training, and Internal

Communications

Summarize

Preliminary

Findings

Draft current and desired state

findings; refine with managers and

executives; present in PowerPoint

format to KC Water Team

Summarize Change

Management

Conceptual

Approach

Draft change management approach

with recommended solutions;refine

with managers and executives;

present in PowerPoint format

Create Change

Management

Execution Plan

Draft change management execution

plan with Work Breakdown Structure;

refine with managers and executives;

vet final change management

execution plan

Figure 1 Proposed Project Timeline

PROJECT STAFFINGWMP Roles and Responsibilities

Executive Sponsor

Torn Kerestes will be the Executive Sponsor for this project. He will serve as the key resolutioncontact and provide overall direction to the Project.

Engagement Lead

Perry Buffett will be the overall engagement lead. He is responsible for all project deliverables.Perry will be about 80% dedicated to this project during the four-week timeframe.

Project Manager

Fred Pammer will provide project management support as WMP further refines estimatingassumptions for efforts anticipated to follow the change strategy scope. Fred will be about 20%dedicated to this project over the four-week timeframe.

Additional Consultants

Additional WMP consultants may perform Services as subject matter specialists (SMS) pursuant tothis SOW.

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WSD Roles and Responsibilities

Steering Committee

Participants of the Steering Committee will consist of WSD business and technical leadership

representing the interest of their departments with respect to the Project. The Steering Committee

participants will provide Project oversight and transformation experience advice to the Project.

Empowers the Project Sponsor and provides leadership and guidance representing the overall WSDorganization with regard to the Project objectives and goals. Responsibilities generally include:

• Has ultimate authority regarding WSD responsibilities and personnel• Ensure organizational support in the acceptance of accepted changes• Maintaining Project communications with the organization and external stakeholders• Prioritizes Project to demonstrate its importance and timeliness across other WSD

objectives, projects and initiative• Allocates resources to support Project implementation• Advises on issues escalated to Steering Committee

Project Sponsor

The Project Sponsor is WSD's champion for the Project objectives and between the Project, the SteeringCommittee and the WSD Organization. The Project Sponsor represents WSD's interests in overallProject ownership. Responsibilities generally include:

• Approves contracts and change orders• Makes the business decisions for the Project• Makes WSD resources, facilities and vendor resources available• Disposes of issues and Project scope change requests• Recommends resource and policy changes to the Steering Committee• Approve work products and deliverables

Project Coordinator

The Project Coordinator is an integral member of the Project team, managing WSD-internal activitiesand managing WSD resources and facilities for the Project. Responsibilities include:

• Manages WSD contract compliance or all responsibilities• Coordinates WSD facilities and internal schedules• Manages and supervises WSD Project personnel for all assigned activities, work products

and other responsibilities• Schedules and ensures availability of WSD facilities, as required for the Project• Manages dissemination of Project information (e.g., Status Reports) to Executive

Committee• Work with the Project Manager in:

o Meeting and maintaining planso Developing and delivering status reviewso Monitoring and reporting risks

• Participate in Project meetings• Identify, escalate and defend issues

Utility Subject Matter Experts (SME)

Participate in Project activities and perform assigned responsibilities, relative to designated areas ofspecialty. Responsibilities generally include:

• Contributes business or technical knowledge to the team deliverables as assigned• Provides source information to the team

Provides policy, businesS and/or technical knowledge'• Develops or supports development of assigned facilities, work products and deliverables• Identifies, escalates and defends issues

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• Proposes and defends policy, process and technology changes to Project Sponsor• Reviews assigned work product and deliverables

ASSUMPTIONS

This scope of services is based on the following assumptions. Changes to the assumptions, the inclusion ofadditional assumptions, or changes to any of the terms of this scope of services will impact the estimatedfees and schedules.

I. If changes to the scope of services are agreed to by WSD and Contractor during the course

of the Project, an amendment will be mutually agreed upon by the WSD and Contractordetailing the necessary scope modification and, if applicable, revisions to the Contractor'sresources, associated fees, and like changes.

2. WSD will make reasonable efforts to provide Contractor with reliable, accurate and completeinformation as required, including existing business strategy, process and technical documentationrelated to Project at the beginning of the Project engagement.

3. WSD will make timely decisions and make reasonable efforts to obtain required managementapprovals, all consents, and/or licenses necessary from third parties required for Contractor toperform its obligations in this scope of services.

4. WSD will provide Contractor personnel with a suitable office environment and adequate resourcesand supplies, as needed.

5. WSD will retain responsibility for its compliance with all applicable federal, state, and local lawsand regulations.

6. Contractor will be entitled to rely on all WSD decisions and approvals made in relation to thisscope of services and nothing in the scope of services will require Contractor to evaluate, modify,confirm, or reject such decisions and approvals.

7. WSD will accept Deliverables if they materially conform to the specifications set forth in thisscope of services. Should a Deliverable not materially conform to the specifications set forth in thisscope of services, WSD will notify Contractor of this non-conformance in reasonable detail withinfive (5) days of discovery. Contractor will have a reasonable period of time, based on the severityand complexity of the non-conformance, to correct the non-conformance. If WSD uses theDeliverable for its internal business purposes and either fails to promptly notify Contractor of anymaterial non-conformance within five (5) days after discovery, or unreasonably delays suchnotification, then the Deliverable will be considered accepted by WSD.

8. WSD will make reasonable efforts to ensure that: (i) that executives, management and keyapplication owners (both business and technical), operations, and infrastructure resources of bothWSD and all third party vendors will be reasonably and timely available as required by Contractor,for interviews, meetings, and knowledge transfer; (ii) that both WSD and all third party vendorswill timely provide documentation; (iii) that all third party vendors meaningfully participate asrequired by Contractor for the performance of this scope of services; and (iv) that qualifiedindividuals from WSD and all third party vendors are made reasonable available as required andperform their assigned tasks and responsibilities in a timely manner.

9. WSD is responsible for providing WSD resources as specified in Project staffing section of thisscope of services. Additionally WSD is responsible for all administration and management ofvendor and external stakeholder assigned responsibilities.

10. Work will be performed on-site as necessary. When practical, Contractor work may be performedremotely with meetings conducted via teleconference to minimize expenses to WSD.

1 1. WSD will endeavor to ensure:

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o Participation of management, key subject matter experts (both business and technical),operations, and infrastructure resources of WSD will be available as will be defined in theplan

o Timely provision of documentation

12. Subject to maintaining WSD confidentiality, WSD and Contractor agree that Contractor may useinformation about this Project and WSD's name and logo in a case study and press release relatingto the Services and Deliverables provided in the Agreement, and Contractor may utilize WSD'sname and logo in Contractor's client credentials for marketing and publicity purposes. Contractormay use such case study or press release in its marketing and publicity activities. WSD will beprovided with a copy of the case study or press release for review prior to its release.

Work pursuant to this scope of services will be performed on WSD's premises in Kansas City, Missouri andat Contractor offices.

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EXHIBIT II

COMPENSATION SCHEDULE

A. Services will be compensated on a fixed basis, plus actual expenses incurred as agreed. Theamount the City will pay Contractor under this contract will not exceed $ 57,500; which includes$50,000 in fixed fees plus $7,500 in expenses.

B. Contractor shall be reimbursed upon completion of deliverables at the end of this four-weekengagement for all actual, necessary, reasonable, and documented travel expenses incurred in theperformance of this Contract, as approved by WSD, including, but not necessarily limited to,lodging and meal expenses, in an amount not to exceed $7,500.

C. Contractor will bill the City, in a form acceptable to the City, after acceptance of each deliverableof each activity stage of the project as shown below. City will pay the charges within 30 clays of thedate of invoice.

D. It shall be a condition precedent to payment of any invoice from Contractor that Contractor is incompliance with, and not in breach or default of, all terms, covenants and conditions of thisContract. If damages are sustained by City as a result of breach or default by Contractor, City maywithhold payment(s) to Contractor for the purpose of set off until such time as the exact amount ofdamages due City from Contractor may be determined.

E. No request for payment will be processed unless the request is in proper form, correctly computed,and is approved as payable under the terms of this Contract.

F. City is not liable for any obligations incurred by Contractor except as approved under theprovisions of this Contract.

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PART II

STANDARD TERMS AND CONDITIONS

Sec. 1. Limitation of Liability andIndemnification: Definitions

A. For purposes of this Section 1 only, thefollowing terms shall have the meaningslisted:

a. Claims means all claims,damages, liability, losses, costs andexpenses, court costs andreasonable attorneys' fees, includingattorneys' fees incurred by the Cityin the enforcement of this indemnityobligation.

b. Contractor's Agents meansContractor's officers, employees,subconsultants, subcontractors,successors, assigns, invitees, andother agents.

c. City means City and its agents,officials, officers and employees.

B. Contractor's obligations under thisParagraph with respect to indemnificationfor acts or omissions, including negligence,of City, shall be limited to the liability cap setforth in this Contract. Contractor affirmsthat it has had the opportunity to recover thecosts of the liability insurance required inthis Contract in its contract price.Notwithstanding anything to the contrary inthis Contract or in any other documentsassociated with the services providedhereunder, each party's total liability arisingout of this Contract or any other documentsassociated with the services providedhereunder for all claims in any mannerarising in connection with this Contract orany other documents associated with theservices provided hereunder (whether incontract, tort, negligence, strict liability intort or by statute or otherwise, whetherarising from contractual or extra-contractualliability) shall in no event exceed in theaggregate the greater of $1 million or twotimes (2x) the total fees paid hereunder for

the portion of the work giving rise to liabilityunder the applicable statement of work;

C. Contractor shall defend, indemnify andhold harmless City from and against allclaims arising out of or resulting from allacts or omissions in connection with thisContract caused in whole or in part byContractor or Contractor's Agents,regardless of whether or not caused in partby any act or omission, includingnegligence, of City. Contractor is notobligated under this Section to indemnifyCity for the sole negligence of City.

D. Nothing in this section shall applyto indemnification for professionalnegligence which is specified in aseparate provision of this Contract.

E. In no event shall the language inthis Section constitute or beconstrued as a waiver or limitationof the City's rights or defenses withregard to sovereign immunity,governmental immunity, or otherofficial immunities and protectionsas provided by the federal andstate constitutions or by law.

Sec. 2. Indemnification for ProfessionalNegligence.

If this contract is for professional services,Contractor shall indemnify, and holdharmless City and any of its agencies,officials, officers, or employees from andagainst all claims, damages, liability, losses,costs, and expenses, including reasonableattorneys' fees, arising out of any negligentacts or omissions in connection with thisContract, caused by Contractor, itsemployees, agents, subcontractors, orcaused by others for whom Contractor isliable, in the performance of professionalservices under this Contract. Contractor isnot obligated under this section to indemnifyCity for the negligent acts of City or any ofits agencies, officials, officers, oremployees.

Sec. 3. Independent Contractor.

Professional Services Contract Part II 040112 10 Contract Central

Contractor is an independent contractor andis not City's agent. Contractor has noauthority to take any action or execute anydocuments on behalf of City.

Sec. 4. Insurance.

A. Contractor shall procure andmaintain in effect throughoutthe duration of this Contractinsurance coverage not lessthan the types and amountsspecified in this section. In theevent that additionalinsurance, not specifiedherein, is required during theterm of this Contract,Contractor shall supply suchinsurance at City's cost.Policies containing a Self-Insured Retention areunacceptable to City unlessCity approves in writing theContractor's Self-InsuredRetention. Notwithstandingthe foregoing, Cityacknowledges and approvesContractor's coveragecontaining a ProfessionalLiability Retention of $50,000.

1. Commercial General LiabilityInsurance: with limitsof $1,000,000 peroccurrence and$2,000,000 aggregate,written On an"occurrence" basis.The policy shall bewritten or endorsed toinclude the followingprovisions:

a. Severability of Interests Coverageapplying to Additional Insureds

b. Per Project Aggregate Liability Limitor, where not available, theaggregate limit shall be $2,000,000.

c. No Contractual Liability LimitationEndorsement.

d. Additional Insured Endorsement,ISO form CG20 10, or its equivalent.

2. If applicable, Workers'CompensationInsurance, as requiredby statute, includingEmployers Liabilitywith limits of:

Workers' Compensation StatutoryEmployers Liability $100,000 accident withlimits of:

$500,000 disease-policy limit$100,000 disease-eachemployee

3. CommercialAutomobile LiabilityInsurance: with a limitof $1,000,000 peroccurrence, coveringhired and non-ownedautomobiles.Coverage providedshall be on an "anyauto" basis andwritten on an"occurrence" basis.This insurance will bewritten on aCommercial BusinessAuto form, oracceptable equivalent,and will protectagainst claims arisingout of the operation ofmotor vehicles, as toacts done inconnection with theContract, byContractor.Contractor does notown any vehicles andas such cannot utilizeowned vehicles for

Professional Services Contract Part II 040112

11 Contract Central

work performed forthe City.

4. If applicable, Professional LiabilityInsurance with limitsper claim and annualaggregate of$1,000,000.

B. The Commercial General LiabilityInsurance specified aboveshall provide that City and itsagencies, officials, officers,and employees, while actingwithin the scope of theirauthority, will be named asadditional insureds for theservices performed under thisContract. Contractor shallprovide to City at execution ofthis Contract a certificate ofinsurance showing allrequired endorsements andadditional insureds. Thecertificates of insurance willcontain a provision statingthat should any of the policiesdescribed in the certificate becancelled before theexpiration date thereof, noticewill be delivered inaccordance with the policyprovisions.

C. All insurance coverage must bewritten by companies thathave an A.M. Best's rating of"A-V" or better, and arelicensed or approved by theState of Missouri to dobusiness in Missouri.

D. Contractor's failure to maintain therequired insurance coveragewill not relieve Contractor ofits contractual obligation toindemnify the City pursuantto Sections 1 and 2. If thecoverage afforded, other thanContractor's ProfessionalLiability Insurance, iscancelled or its renewal isrefused, Contractor shall give

at least thirty (30) (lays priorwritten notice to City, andContractor will provide noticeof any material changes thatmay affect such coverage as itpertains to the City. In theevent of Contractor's failureto maintain the requiredinsurance in effect, City mayorder Contractor toimmediately stop work, andupon ten (10) days notice andan opportunity to cure, maypursue its remedies for breachof this Contract as providedfor herein and by law.

E. In no event shall the language in thisSection constitute or be construed as awaiver or limitation of the City's rights ordefenses with regard to sovereign immunity,governmental immunity, or other officialimmunities and protections as provided bythe federal and state constitutions or by law.

Sec. 5. Governing Law.

This Contract shall be construed andgoverned in accordance with the laws of theState of Missouri without giving effect toMissouri's choice of law provisions. TheCity and Contractor: (1) submit to thejurisdiction of the state and federal courtslocated in Jackson County, Missouri; (2)waive any and all objections to jurisdictionand venue; and (3) will not raise forum nonconveniens as an objection to the locationof any litigation.

Sec. 6. Compliance with Laws.

Contractor shall comply with all federal,state and local laws, ordinances andregulations applicable to the work and thiscontract.

Sec. 7. Termination for Convenience.

A. City may, at any time upon ten (10)(lays notice to Contractorspecifying the effective date oftermination, terminate thisContract, in whole or in part.

Professional Services Contract Part II 040112 12 Contract Central

If this Contract is terminatedby City, City shall be liableonly for payment for servicesrendered before the effectivedate of termination.Contractor shall prepare anaccounting of the servicesperformed and money spentby Contractor up to theeffective date of terminationand shall return to City anyremaining sums within thirty(30) days of such date.

B. If this Contract isterminated prior toContractor's completionof services, all work ormaterials prepared orobtained by Contractorpursuant to this contractshall become City'sproperty.

C. If this Contract is terminated prior toContractor's completion of the services tobe performed hereunder, Contractor shallreturn to City any sums paid in advance byCity for services that would otherwise havehad to be rendered between the effectivedate of termination and the original endingdate of the Contract. Contractor shallprepare an accounting of the servicesperformed and money spent by Contractorup to the effective date of termination andshall return to City any remaining sumswithin thirty (30) days of such date.

Sec. 8. Default and Remedies.

If Contractor shall be in default or breach ofany provision of this Contract, City mayterminate this contract, suspend City'sperformance, withhold payment or invokeany other legal or equitable remedy aftergiving Contractor notice and opportunity tocorrect such default or breach.

Sec. 9. Waiver.

Waiver by City of any term, covenant, orcondition hereof shall not operate as awaiver of any subsequent breach of the

same or of any other term, covenant orcondition. No term, covenant, or conditionof this Contract can be waived except bywritten consent of City, and forbearance orindulgence by City in any regardwhatsoever shall not constitute a waiver ofsame to be performed by Contractor towhich the same may apply and, untilcomplete performance by Contractor of theterm, covenant or condition, City shall beentitled to invoke any remedy available to itunder this Contract or by law despite anysuch forbearance or indulgence.

Sec. 10. Modification.

Unless stated otherwise in this Contract, noprovision of this Contract may be waived,modified or amended except in writingsigned by City.

Sec. 11. Headings; Construction ofContract.

The headings of each section of thisContract are for reference only. Unless thecontext of this Contract clearly requiresotherwise, all terms and words used herein,regardless of the number and gender inwhich used, shall be construed to includeany other number, singular or plural, or anyother gender, masculine, feminine or neuter,the same as if such words had been fullyand properly written in that number orgender.

Sec. 12. Severability of Provisions.

Except as specifically provided in thisContract, all of the provisions of thisContract shall be severable. In the eventthat any provision of this Contract is foundby a court of competent jurisdiction to beunconstitutional or unlawful, the remainingprovisions of this Contract shall be validunless the court finds that the validprovisions of this Contract are so essentiallyand inseparably connected with and sodependent upon the invalid provision(s) thatit cannot be presumed that the parties tothis Contract could have included the validprovisions without the invalid provision(s); or

Professional Services Contract Part II 040112 13 Contract Central

unless the court finds that the validprovisions, standing alone, are incapable ofbeing performed in accordance with theintentions of the parties.

after the written request ismade.

Sec. 14. Affirmative Action.

Sec. 13. Records.

A. For purposes of this section:

1. "City" shall mean the CityAuditor, the City's InternalAuditor, the city's Director ofHuman Relations, the cityManager, the City departmentadministering this Contractand their delegates andagents.

2. "Record" shall mean anydocument, book, paper,photograph, map, soundrecordings or other material,regardless of physical form orcharacteristics, made orreceived in connection withthis Contract and all Contractamendments and renewals.

B. Contractor shall maintain and retain allRecords for a term of five (5)years that shall begin after theexpiration or termination ofthis Contract and all Contractamendments. City shall havea right to examine or audit allRecords and Contractor shallprovide access to City of allRecords upon ten (10) dayswritten notice from the City.

C. The books, documents and records ofContractor in connection withthis Contract shall be madeavailable to the City Auditor,the City's Internal Auditor,the City's Director of HumanRelations and the Citydepartment administering thisContract within ten (10) days

If this Contract exceeds $300,000.00 andContractor employs fifty (50) or morepeople, Contractor shall comply with City'sAffirmative Action requirements inaccordance with the provisions of Chapter38 of City's Code, the rules and regulationsrelating to those sections, and any additionsor amendments thereto; in executing anyContract subject to said provisions,Contractor warrants that it has anaffirmative action program in place and willmaintain the affirmation action program inplace for the duration of the Contract.Contractor shall not discriminate againstany employee or applicant for employmentbecause of race, color, sex, religion,national origin or ancestry, disability, sexualorientation, gender identity or age in amanner prohibited by Chapter 38 of City'sCode. Contractor shall:

1. Submit, in print or electronicformat, a copy of Contractor'scurrent certificate of compliance tothe City's Human RelationsDepartment (HRD) prior to receivingthe first payment under the Contract,unless a copy has already beensubmitted to HRD at any point withinthe previous two calendar years. If,and only if, Contractor does notpossess a current certification ofcompliance, Contractor shall submit,in print or electronic format, a copyof its affirmative action program toHRD prior to receiving the firstpayment under the Contract, unlessa copy has already been submittedto HRD at any point within theprevious two calendar years.

2. Require any Subcontractorawarded a subcontract exceeding$300,000.00 to affirm thatSubcontractor has an affirmativeaction program in place and willmaintain the affirmative actionprogram in place for the duration ofthe subcontract.

Professional Services Contract Part II 040112 14 Contract Central

3. Obtain from any Subcontractorawarded a subcontract exceeding$300,000.00 a copy of theSubcontractor's current certificate ofcompliance and tender a copy of thesame, in print or electronic format, toHRD within thirty (30) days from thedate the subcontract is executed. If,and only if, Subcontractor does notpossess a current certificate ofcompliance, Contractor shall obtaina copy of the Subcontractor'saffirmative action program andtender a copy of the same, in print orelectronic format, to HRD withinthirty (30) days from the date thesubcontract is executed.

City has the right to take action asdirected by City's Human RelationsDepartment to enforce this provision. IfContractor fails, refuses or neglects tocomply with the provisions of Chapter38 of City's Code, then such failure shallbe deemed a total breach of thisContract and this Contract may beterminated, canceled or suspended, inwhole or in part, and Contractor may bedeclared ineligible for any furthercontracts funded by City for a period ofone (1) year. This is a material term ofthis Contract.

Sec. 15. Tax Compliance.

Contractor shall provide proof of compliancewith the City's tax ordinances administeredby the City's Commissioner of Revenue asa precondition to the City making the firstpayment under this contract or any contractrenewal when the total contract amountexceeds $123,500.01. If contractorperforms work on a contract that is for aterm longer than one (1) year, the contractoralso shall submit to the City proof ofcompliance with the City's tax ordinancesadministered by the City's Commissioner ofRevenue as a condition precedent to theCity making final payment under thecontract.

Sec. 16. Assignability andSubcontracting(a) Assignability. Contractor shall notassign or transfer any part or all ofContractor's obligation or interest in thisContract without prior written approval ofCity. If Contractor shall assign or transferany of its obligations or interests under thisContract without the City's prior writtenapproval, it shall constitute a materialbreach of this Contract. This provision shallnot prohibit contractor from subcontractingas otherwise provided for herein.

(b) Subcontracting. Contractor shall notsubcontract any part or all of Contractor'sobligations or interests in this Contractunless the subcontractor has been identifiedin a format required by City. If Contractorshall subcontract any part of Contractor'sobligations or interests under this Contractwithout having identified the subcontractor,it shall constitute a material breach of thisContract. The utilization of subcontractorsshall not relieve Contractor of any of itsresponsibilities under the Contract, andContractor shall remain responsible to Cityfor the negligent acts, errors, omissions orneglect of any subcontractor and of suchsubcontractor's officers, agents andemployees. City shall have the right toreject, at any point during the term of thisContract, any subcontractor identified by

Professional Services Contract Part II 040112 15 Contract Central

Contractor, and to require that anysubcontractor cease working under thisContract. City's right shall be exercisable inits sole and subjective discretion. City shallnot be obligated to pay or be liable forpayment of any monies which may be dueto any subcontractor. Contractor shallinclude in any subcontract a requirementthat the subcontractor comply with allrequirements of this Contract in performingContractor's services hereunder.

Sec. 17. Conflicts of Interest.

Contractor certifies that no officer oremployee of City has, or will have, a director indirect financial or personal interest inthis Contract, and that no officer oremployee of City, or member of suchofficer's or employee's immediate family,either has negotiated, or has or will have anarrangement, concerning employment toperform services on behalf of Contractor inthis Contract.

Sec. 18. Buy American Preference.

It is the policy of the City that anymanufactured goods or commodities usedor supplied in the performance of any Citycontract or any subcontract thereto shall bemanufactured or produced in the UnitedStates whenever possible.

Sec. 19. Professional Services — Conflictof Interest Certification.

If this Contract is for professional servicesother than for medical doctors or appraisers,Contractor certifies that Contractor is not anexpert witness for any party in litigationagainst the City at the time of the issuanceof this Contract.

Sec. 20. Attorney Services — Conflict ofInterest Certification.

If this Contract is for professional attorneyservices, Contractor certifies that Contractorand any of its individual attorneys, do notrepresent any party in litigation against the

City at the time of the issuance of thisContract. Contractor's certification shall notapply to: representation in municipal court;attorneys employed by a not-for-profit legalservices corporation; litigation where theCity is named as a nominal party; litigationthat has been filed with the agreement ofthe City and the party represented by theattorney; or where the City Council hasotherwise waived this requirement. Nothingset forth in this section shall be deemed tosupersede the Rules of ProfessionalConduct for Attorneys.

Sec. 21. Employee Eligibility VerificationIf this Contract exceeds five thousanddollars($5,000.00), Contractor shall executeand submit an affidavit, in a form prescribedby City, affirming that Contractor does notknowingly employ any person in connectionwith the contracted services who does nothave the legal right or authorization underfederal law to work in the United States asdefined in 8 U. S. C. § 1324a(h)(3).Contractor shall attach to the affidavitdocumentation sufficient to establishContractor's enrollment and participation inan electronic verification of work programoperated by the United States Departmentof Homeland Security (E-Verify) or anequivalent federal work authorizationprogram operated by the United StatesDepartment of Homeland Security to verifyinformation of newly hired employees, underthe Immigration Reform and Control Act of1986. Contractor may obtain additionalinformation about E-Verify and enroll atwww.dhs.gov/xprevprot/progranis/gc 1185221678150.shtm. For those Contractorsenrolled in E-Verify, the first and last pagesof the E-Verify Memorandum ofUnderstanding that Contractor will obtainupon successfully enrolling in the programshall constitute sufficient documentation forpurposes of complying with this Section.Contractor shall submit the affidavit andattachments to the City prior to execution ofthe Contract, or at any point during the termof the Contract if requested by City.

Section 22. IP Ownership

Professional Services Contract Part II 040112 16 Contract Central

Contractor has and will continue to have alland full right, title, and interest in and to anyand all intellectual property, methodologies,templates, concepts, data, algorithms,formulas, know-how, structures, techniques,inventions, developments, processes,discoveries, improvements, programs,systems, tools, source code, object code,databases, applications, engine protocols,routines, models, displays and manualscreated, developed, or owned by Contractorexisting prior to or outside of this Contract,and any derivative works developedtherefrom ("Contractor Pre-Existing IP"). Noright of ownership in any Contractor Pre-Existing IP is transferred to City pursuant tothis Contract. To the extent any ContractorPre-Existing IP is included in anyDeliverables as defined herein, Contractorgrants to City a non-exclusive, perpetual,transferable, worldwide, irrevocable, royalty-free, fully paid-up right and license to usesuch Contractor Pre-Existing IP for City'sinternal business purposes. Upon full andfinal payment and excluding any ContractorPre-Existing IP and third party intellectualproperty, City owns the deliverables listed inthe applicable statement of work("Deliverables"). City grants to Contractor,and its third party designees, a non-exclusive, perpetual, transferable,worldwide, irrevocable, royalty-free, fullypaid-up right and license in the copyright ofthe Deliverables to use, copy, modify andprepare derivative works of the Deliverableswith the right to multiple levels ofsublicensing the same, excluding any Cityconfidential information contained therein.For clarity, Contractor will not disclose anyCity confidential information included in anyDeliverable to any other third party withoutCity's prior written consent.

Professional Services Contract Part II 040112 17 Contract Central

PROFESSIONAL, SPECIALIZED OR TECHNICAL SERVICES

CONTRACT AMENDMENT NO. 1

CONTRACT NO. 14001

WATER SERVICES DEPARTMENT

This amendment is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal

corporation ("City") through its Water Services Department ("WSD"), and West Monroe

Partners, LLC (-Contractor"). The parties amend the Contract No. 14001 entered into on May

31, 2013 (-Contract").

Section 1. Sections Amended. The Contract is amended as follows:

A. Add the following section(s):

a. Add the below language to "Activities are comprised of:" in Section A.

Business and IT Discovery Activities of ACTIVITIES, METHODOLOGIES

AND DELIVERABLES within EXHIBIT I SCOPE OF SERVICES

6. Improve Senior Team Effectiveness (Week 5-8)

• Improve Senior Team effectiveness as outlined in the Change

Management strategy

• Provide standard model of a Program Management Office ("PMO")

structure

• Provide initial training on use of Project Management tools and

techniques

• Model management of multiple vendor relationships

b. Add the below language to "Deliverables are comprised of:" in Section A.

Business and IT Discovery Activities of ACTIVITIES, METHODOLOGIES

AND DELIVERABLES within EXHIBIT I SCOPE OF SERVICES

• PMO governance structure

• Customized project templates

• Issue and risk tracking mechanism

• Communication template design

B. Delete and replace the following section(s):

a. Delete first paragraph of ACTIVITIES, METHODOLOGIES AND

DELIVERABLES within EXHIBIT I SCOPE OF SERVICES and replace it

with the following:

Professional Service Contract Amendment Page 1 of 4

Subject to the terms of this contract, Contractor will provide Services related

to the following activities and related Deliverables. The planned activities are

grouped into six stages of activities:

b. Delete Engagement Lead of PROJECT STAFFING within EXHIBIT I

SCOPE OF SERVICES and replace it with the following:

Engagement Lead

Perry Buffett will be the overall engagement lead. He is responsible for all

project deliverables.

c. Delete Project Manager of PROJECT STAFFING within EXHIBIT I SCOPE

OF SERVICES and replace it with the following:

Project Manager

Fred Pammer will provide project management support as WMP further

refines estimating assumptions for efforts anticipated to follow the change

strategy scope.

d. Delete Section A of EXHIBIT II COMPENSATION SCHEDULE and replace

it with the following:

Services will be compensated on a fixed basis, plus actual expenses incurred as

agreed. The amount the City will pay Contractor under this contract will not

exceed $85,213; which includes $74,098 in fixed fees plus $11,115 in expenses.

b. Delete Section B of EXHIBIT II COMPENSATION SCHEDULE and replace

it with the following:

Contractor shall be reimbursed upon completion of deliverables at the end of this

eight-week engagement for all actual, necessary, reasonable, and documented

travel expenses incurred in the performance of this Contract, as approved by

WSD, including, but not necessarily limited to, lodging and meal expenses, in an

amount not to exceed $1 1,1 15.

Section 2. Sections not Amended. All other sections of the Contract shall remain in full force

and effect.

Professional Service Contract Amendment Page 2 of 4

Section 3. Authorization. If the amount of the original Contract plus the amount of any

amendments to the original Contract total over $301,000.00, then this Amendment requires City

Council or Park Board authorization.

Section 4. Effectiveness; Date. This amendment will become effective when the City's Director

of Finance has signed it. The date this amendment is signed by the City's Director of Finance

will be deemed the date of this amendment.

Professional Service Contract Amendment Page 3 of 4

By:/—

Titl

Date: 7/5/1---7

Di of Finance

\3

Each party is signing this amendment on the date stated opposite that party's signature.

CONTRACTOR

I hereby certify that I have authority to execute this

document on behalf of Contractor

1.)//2('(-4),,

KANSAS CITY, MISSSOURI

By:

Date:y PrT i t 1

(Neel- DY"-• o c")

Approved as to form:

Assistant City Attorney

I hereby certify that there is a balance, otherwise unencumbered, to the credit of the

appropriation to which the foregoing expenditure is to be charged, and a cash balance, otherwise

unencumbered, in the Treasury, to the credit of the funds from which payment is to be made,

each ufficient to meet the obligation hereby incurred.

Professional Service Contract Amendment Page 4 of 4