immediately-with or without Lassiter's support. Subsequently, even though they knew doing so would alienate Lassiter, Wilson and Gramen took their proposal to the Executive Committee. Wilson began, Ladies and gentleman, this decision is one that must be made expeditiously. The high cost of paying a consultant to support and maintain the UNITRAK software on hardware that is undersized is becoming a drain on our increasingly scarce resources. And with needs in the legislative services arena on the horizon, we must act quickly before we can no longer serve our members well. Our proposal is the perfect solution to this crisis situation. From a technology standpoint, the HP technology is state-of-the art with impeccable stability and reliability. As important, however, is that we have received assurances from HP that it will recommend a software vendor to meet our needs once a purchase is made. This proposal gives us the best of all worlds. Uncharacteristically, Lassiter sat in the back of the room, listening in complete silence. He felt confident that even without his input the Executive Committee-comprised of CEOs from twenty of the top companies in the statewould never accept this proposal. Because of the economic downturn in 2008 and, in Lassiter's opinion, the limitations of the UNITRAK software system, the MSCC's revenue growth had slowed considerably while its expenditures continued to increase. This had quickly sliced the MSCC's financial reserves in half to just over $1 million which would make an off-budget purchase difficult to justify. Lassiter, however, had miscalculated the power of the crisis argument, as the Executive Committee instructed Wilson and Gramen to inquire into the acquisition cost of the HP equipment with only one limitation-that they use "due diligence" in developing the entire information systems solution. Realizing that the MSCC was starting down a dangerous path, Lassiter drafted a memo to Wallingford and Wilson in which he wrote, The MSCC must hire an outside consultant to conduct a thorough needs analysis and establish a longrange vision and IS goals before any decisions are made. Furthermore, we must recognize and learn from the mistakes we made with our first system. Hardware and software decisions cannot be made in isolation. Neither Wallingford nor Wilson responded to his memo. Enter Data Management Associates (DMA) Immediately after the meeting of the Executive Committee, Gramen contacted the HP representative for a recommendation on an appropriate vendor. Without hesitation the HP representative suggested a local value-added reseller (VAR) that not only sold and installed HP hardware, but that also, for a fee, would search for software solutions that matched the MSCC's needs to the proposed hardware platform. With Gramen's shaky understanding of these matters, this seemed like the ideal solution. Because his friend, John Harter, worked for the local VAR, Gramen thought that this approach was the right way to go. This arrangement, however, turned out to be far from ideal. Without ever visiting the MSCC - and based only on Gramen's view of the MSCC's operations and information systems needs-the VAR (for a $5,000 fee) contacted Data Management Associates (DMA) on behalf of the MSCC. DMA was a 54-employee operation located 61 miles from the MSCC's offices and was headed by Dittier Rankin, a Stanford University alumnus and computer science Ph.D. DMA had recently undergone a shift in its focus and had begun developing custom software for small trade associations and local chambers of commerce throughout the country. Nonetheless, even with DMA's lack of significant experience, the VAR was confident in DMA's abilities. After several phone conversations between Gramen and DMA, arrangements were made for DMA to demonstrate its capabilities at the DMA office in May of 2009. While the meeting lasted only 45 minutes, Wilson and Gramen left it very impressed. With screen shots, report samples, and specification sheets in hand, Gramen was prepared to present this proposal to the Executive Committee. In the interim, however, a new situation had developed. John Hilborn, one of Lassiter's most trusted friends-and a member of the MSCC Executive Committee-approached Lassiter inquiring about his silence at the prior meeting. Hilborn was not pleased with what he heard. As a result, at the next Executive Committee meeting, Hilborn asked Lassiter-during Gramen's presentation-for his input on the proposal. With that cue, Lassiter only made one comment: "Guys, if the proposed solution turns out to be ideal for the MSCC it would be pure luck, as the software selection process has not been comprehensive." And then Lassiter sat down. Those few words unnerved Gramen and made several members of the Executive Committee very uncomfortable. Immediately, a motion passed to table the proposal for a month while more information was gathered from and about DMA. With his proposal-and potentially his job-on the line, Gramen arranged for DMA's President and two other members of DMA's management to visit the MSCC's offices and conduct an IS needs analysis. Those individuals visited for two days. They spent the morning of the first day providing a complete overview of DMA and demonstrating, on a laptop, the capabilities of the software systems they offered. The remaining day and a half was spent interviewing the MSCC's staff on their job duties, on how they used the current system, and on any unmet needs they could identify. Additionally, Lassiter provided DMA with a very complete look at his division's IS needs and his personal vision of the information system that the MSCC needed. Additionally, in an effort to explain the MSCC's capabilities and to impress upon DMA the diversity and complexity of its operations, Lassiter gave DMA lots of materials. These included examples of every report and every type of document that the existing system could produce as well as explanations of the purpose and meaning (to the MSCC) of the information in each of these reports. Furthermore, he gave DMA an operations manual, detailing each task of each employee in the marketing division, and a lengthy report on the information that was currently in the database that could not be retrieved and printed in a useable report format. In all, this was a two-foot-deep stack of reports and data. Lassiter was also unwilling to allow DMA to leave until he was given a detailed thesis on DMA's capabilities and its software systems. After two weeks, and in time for the June 2009 Executive Committee meeting, Rankin reported that DMA had reviewed the information gathered on its fact-finding visit and had successfully analyzed the IS needs of the MSCC. In doing so, DMA determined that its Association Plus software was the ideal match for the MSCC's needs and the HP platform. Lassiter remained undeterred, however, as he urged the approval of travel funds to allow someone to visit at least one DMA customer to see the software in action. The Executive Committee, in deference to Lassiter-and to the fact that his division was by far the most extensive user of the current information systemagreed to delay the final decision and to approve funds to send him and Gramen to visit the Lake Erie Chamber of Commerce - one of DMA's most recent clients. More Visits/Interviews While DMA had willingly given out the Lake Erie Chamber of Commerce's (LECC) name, this proved to be a bad choice for DMA. One hour into their visit, Gramen and Lassiter met with the LECC's President, George Franks. Mr. Franks explained, We were thoroughly impressed with DMA when we went through our due diligence process. They showed us reports and screen shots that gave all of us hope that this was our panacea. But guys, we have had serious and persistent data conversion problems from the moment of implementation. And, I still don't know whether we will ever see any value from this system. With this information in hand, Lassiter (and a reluctant Gramen) reported these findings back to the Executive Committee. Even though Gramen continued to argue that time was of the essence, the Executive Committee needed additional assurances. As such, they sent Lassiter and Gramen to DMA headquarters with two goals: (1) to determine what DMA's capabilities were and (2) to see an operational version of DMA's software. Immediately upon arriving at DMA headquarters, Lassiter and Gramen were given a tour and were introduced to some of DMA's senior staff. Soon thereafter they were led into a conference room where they were treated to a lengthy demonstration of what appeared to be a fully operational version of DMA's software. However, DMA had actually used the MSCC's data and reports to prepare sample reports and screenshots to create the appearance of a fully operational software system. As one former DMA employee would later tell Sage Niele, They used the sample reports and other information they received from Lassiter to create representative screens and reports. DMA so badly wanted to get into the trade association market with a big customer like the MSCC that they believed if they could just land this contract they could develop the software and stay one step ahead of the MSCC. The long and short of it is that they sold "vaporware." During the demonstrations, Lassiter and Gramen repeatedly asked for and received assurances that DMA could, with "relatively minor and easily achievable modifications," develop the software and convert the UNITRAK database to produce the demonstrated reports and lists for the MSCC. To every question and contingency raised, DMA responded that the development would be no problem, and that, additionally, the MSCC would receive the source code if it purchased the software. Satisfied with what they had seen, Lassiter and Gramen flew home. At the August 2009 Executive Committee meeting, they reported that this system (the HP hardware and the DMA software) was acceptable for purchase. Hearing this, the Executive Committee instructed Gramen to request design specifications and specific cost estimates on this software system. Under the new configuration, a relational database management system called Progress, created by DMA, would be loaded on the HP server. Existing data were to be converted by DMA into the new system. In addition, DMA was to use its Association Plus software to enable the MSCC's staff to produce the desired reports, lists, and other documents through a user-friendly report-writer software package known as Results. (See Exhibit 1.) The design specifications and cost estimates were presented at the September 2009 Executive Committee meeting where they were approved. The total price was $277,000. Gramen immediately contacted DMA and asked the company to prepare a proposed contract. The DMA Contract In late September, DMA sent its standard contract to Gramen for the acquisition of the Progress relational database management system, the Association Plus custom software module, and several packaged software components. When the proposed contract arrived, Gramen, recognizing that he had neither the expertise nor the inclination to review the contract, sent the contract to Wallingford with a note saying, "It looks fine." Wallingford signed the contract, and the next day the signed contract was headed back to DMA without any other staff member or the corporate counsel or any outside specialist having reviewed the document. Had someone with greater legal acumen reviewed the contract, however, they would have immediately recognized that it was extremely one-sided and contained none of the assurances that Lassiter and Gramen were given during their visit. In laymen's terms, it gave no specific or quantifiable performance standards for the services to be provided. The contract also gave DMA the ability to increase the price of services and products provided at its discretion, while limiting DMA's financial and performance liabilities. Troubles in Implementing the DMA Software Nevertheless, for the first time in several years, excitement filled the air at the MSCC as it appeared as if a new computing era had begun. On November 11,2009, the MSCC held a kickoff celebration and invited DMA management to help commemorate the event. Just as important, however, were the meetings associated with this celebration. In these meetings, DMA attempted to set the project's implementation schedule by determining (1) the complexity of the various customization components, (2) the length of time necessary to implement the customized software, and (3) the tasks that the MSCC needed to complete in order to facilitate the conversion. By the end of that day, the broad outline of an implementation schedule had been laid out with the first week of July 2010 set as the target completion date