HomeMy WebLinkAbout2018-10-30; City Council; Resolution 2018-186RESOLUTION NO. 2018-186
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH SUMTOTAL SYSTEMS LLC., TO PROVIDE
IMPLEMENTATION SERVICES FOR AN UPGRADE TO THE CITY'S TIME AND
ATTENDANCE SYSTEM IN AN AMOUNT NOT TO EXCEED $286,840 FOR A
THREE YEAR PERIOD.
Exhibit 1
WHEREAS, the City Council of the City of Carlsbad, California has determined it necessary and
desirable and in the public interest to amend the April 6, 2010 Agreement for Workforce Management
System Implementation Services for CyberShift timekeeping software (the "Agreement"); and
WHEREAS, Amendment No. 1 to the Agreement was executed on August 12, 2010 and altered
the scope of work under the Agreement to provide additional consulting support to the project; and
WHEREAS, Amendment No. 2 to the Agreement was executed and became effective on April 6,
2011 and extended the term of the Agreement; and
WHEREAS, Amendment No. 3 to the Agreement was executed and effective as of March 29,
2011 and altered the scope of work of the Agreement to provide development services for additional
work not contemplated by the Agreement, as amended; and
WHEREAS, per the terms of Amendment No. 2 to the Agreement, the parties inadvertently
titled the second amendment to the agreement Amendment No. 3; therefore, when the parties
executed the third amendment to the Agreement, they titled that later in time amendment as
Amendment No. 2; and
WHEREAS, Sum Total no longer supports the version of the software the City currently uses; and
WHEREAS, unless the City upgrades its outdated version of Cybershift timekeeping software to
the current version and installs new time clocks, the City will lose the ability to use the software and
the ability to track employee time via a computer based system; and
WHEREAS, the current version of the Cybershift timekeeping software is supported by Sum Total
and will allow the City to continue using the Cybershift timekeeping software without interruption and
will also add new functionality for the City's timekeeping program; and
WHEREAS, SumTotal has the technical staff necessary to perform an upgrade of the City's
outdated Cybershift timekeeping software to the current version of said software; and
WHEREAS, the budget to procure the software and services is available in the General Fund .
.._ I
1
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the authorization to execute an amendment to the Agreement with Sum Total LLC
to provide implementation services for a software system upgrade of the City's
Cybershift timekeeping program, and, to provide time clock installation services, in an
amount not to exceed $286,840, is approved and the City Manager is authorized to
execute the Agreement (attached hereto as Attachment A) on behalf of the City.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 30th day of October, 2018, by the following vote, to wit:
AYES: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard.
NOES:
ABSENT:
None.
None.
(SEAL)
2
AMENDMENT 4 TO THE ONDEMAND SERVICES AGREEMENT TO UPGRADE CITY'S CYBERSHIFT
TIME REPORTING SYSTEM
THIS Amendment No. 4 (the "Amendment") is made and entered into and effective as of the 31st day
of October, 2018, and sets forth a modification to the OnDemand Services Agreement by and between the
CITY OF CARLSBAD, a municipal corporation, ("City"), and Cybershift, Inc., subsequently acquired by Sumtotal
Systems LLC ("Contractor") dated April 6, 2010 (the "Agreement."), and incorporates the terms and conditions
of the Equipment, Sales, Services and Maintenance Agreement between Sum Total and Customer dated 6 April
2010 for the licensing of the Clocks and Clocks Maintenance licensed under the Order Form, and Professional
Services terms and conditions attached hereto as Exhibit C to the Order Form for Professional Services
provided under the Statement of Work.
RECITALS
A. City requires the Services of Contractor.
B. Contractor has the necessary experience in providing professional services and advice related to
a Cybershift upgrade.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform
such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City
and Contractor hereby amend the Agreement as follows:
1. SCOPE OF WORK
City retains Contractor to provide additional equipment, license to product/s, and to perform services, and
Contractor agrees to render, such additional equipment, products, and services (the "additional Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with the Agreement
terms and conditions as amended, the terms and conditions of the Equipment, Sales, Services and Maintenance
Agreement between Sum Total and Customer dated 6 April 2010 for the licensing of the Clocks and Clocks
Maintenance licensed under the Order Form, and Professional Services terms and conditions attached hereto
as Exhibit C to the Order Form for Professional Services provided under the Statement of Work ..
2. STANDARD OF PERFORMANCE
While performing the additional Services, Contractor will exercise the reasonable professional care and skill
customarily exercised in accordance with industry standards, and will use reasonable diligence and best
judgment while exercising its professional skill and expertise.
3. TERM
The term of the additional Services are as set forth in Exhibit "A".
4. COMPENSATION
The total fee payable for the additional Services to be performed is as specified in Exhibit "A". Incremental
payments, if applicable, should be made as outlined in Exhibit "A".
5. STATUS OF CONTRACTOR
Contractor will perform the additional Services in Contractor's own way as an independent contractor and in
pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide the additional Services under this Agreement will not be considered employees of City for
any purposes.
6. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance
against claims for injuries to persons or damage to property which may arise out of or in connection with
performance of the services by Contractor or Contractor's agents, representatives, employees or
ATTACHMENT A
October 30, 2018 Item #4 Page 6 of 25
subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do
business in the State of California. The insurance carrier is required to have a current Best's Key Rating of
not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line
Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted
insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
6.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager
or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any
limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents
and employees make no representation that the limits of the insurance specified to be carried by Contractor
pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required
insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor
deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be
available and applicable to the City as an additional insured.
6.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis,
including personal & advertising injury, with limits no less than $2,000,000 per occurrence and in aggregate
Primary and excess liability may be used to fulfill requirements.
6.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City).
$2,000,000 combined single-limit per accident for bodily injury and property damage.
6.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required
by the California Labor Code Employer's Liability: $1,000,000 per incident. Workers' Compensation will not
be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
6.1 .4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with
limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following
the date of completion of the work.
6.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
6.2.1 The City will be named as an additional insured on Commercial General Liability which shall
provide primary coverage to the City.
6.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
6.2.3 This insurance will be in force during the life of the Agreement.
6.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
6.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then
City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the
premiums that are due on existing policies in order to maintain the required coverages. Contractor is
responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
6.5 Submission of Insurance Certificates and Endorsements. City reserves the right to require, at any
time, complete and certified copies of any or all required insurance certificates and endorsements.
7. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of
City and on behalf of Contractor under the Agreement is hereby changed to:
October 30, 2018 Item #4 Page 7 of 25
For City
Name Barbara van Rekom
Title Project Portfolio Manager
Department Information Technology
City of Carlsbad
Address 1635 Faraday Avenue
Carlsbad, CA 92008
Phone No. 760-602-7549
For Contractor
Name Christine McNunn
Title Customer Sales Director
Address 5550 Wild Rose Lane, Suite 200
West Des Moines, IA 50266
Phone No. 515-222-6231
Email
christine.mcnunn@sumtotalsy
stems.com
Each party will notify the other immediately of any changes of address that would require any notice or delivery
to be directed to another address.
8. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements
of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all
categories.
Yes • No0
9. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in
any manner affect those employed by Contractor, or in any way affect the performance of the Services by
Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and
will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and
regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of all
agents, employees, subcontractors and consultants whose services are required by this Agreement.
10. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
11. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to
resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended methods
of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the
letter along with a recommended method of resolution within ten (10) business days. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each party and may then
opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the
parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available
to them at law.
12. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona
fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or
agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage,
brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this October 30, 2018 Item #4 Page 8 of 25
Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without
liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the
full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
13. ENTIRE AGREEMENT
The terms of the Agreement, unless specifically amended and/or superseded by the terms of this Amendment,
shall remain in full force and effect without change. This Amendment, together with the Agreement, and the
terms and conditions of the Equipment, Sales, Services and Maintenance Agreement, and Professional
Services terms and conditions attached hereto as Exhibit C embody the entire Agreement and understanding
between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement and this
Amendment, the terms of this Amendment shall supersede. Neither the Agreement nor this Amendment may
be amended, modified, waived or discharged except in a writing signed by both parties.
14. AUTHORITY
The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each
represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms
and conditions of thisAmendment.
CONTRACTOR
(sign here)
h( 1 a \I'--?r\A.s.~ fc_
P ,--(print name/title) v, . hM Vl('_..e_
RLSBAD, a municipal
corpor. tion of the State of California
By:
City Ma r or Mayor or Division Director
as authorized by the City Manager)
ATTEST: ,,f
, / ~
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A ;R~W/l~t:ttorney
BY: t1/ l/UJ__, -------------Assistant City Attorney
EXHIBIT "A"
ORDER FORM AND ATTACHED STATEMENT OF WORK
ORDER FORM
1. SUBSCRIPTION SERVICE CONFIGURATION
CLOCKS AND WORKFORCE MANAGEMENT SUBSCRIPTION TERM:
/
START DATE: 31 OCTOBER 2018 END DATE: 31 MARCH 2021
SOFTWARE MODULES EXISTING ADDITIONAL TOTAL LICENSE
COMMITTED COMMITTED COMMITTED TYPE
NUMBER OF NUMBER OF USERS NUMBER OF
USERS USERS
N/A N/A N/A SEE
CSM-WFM: UPGRADE STATEMENT
(FF): OF WORK
YEAR 1 ONLY ATTACHED AS
EXHIBIT B
WORKFORCE 1,000 100 1,100
MANAGEMENT SUITE-UNIT
HOSTED
8657-HW -CLOCKS -0 24 24 UNIT OTHER -YEAR 1 ONLY
HOSTED ENVIRONMENT TYPE: SaaS
CLOCKS MAINTENANCE SUBSCRIPTION TERM:
START DATE: 31 OCTOBER 2018 END DATE: 31 MARCH 2021
SOFTWARE MODULES EXISTING ADDITIONAL TOTAL LICENSE TYPE
COMMITTED COMMITTED COMMITTED
NUMBER OF NUMBER OF USERS NUMBER OF
USERS USERS
CLOCKS 0 1 1 MAINTENANCE MAINTENANCE
2. SUBSCRIPTION FEES AND COMMITMENT. Prices stated below exclude freight (for Clocks) and
applicable state and local taxes (for Subscription and Services). All hardware is shipped FOB Origin unless
otherwise specified in the Equipment Sales, Services and Maintenance Agreement or on this order form.
Unless explicitly noted otherwise, all prices provided herein are denominated in the currency of the United
States of America ($ or USO). Applicable state and local taxes will be calculated as of the date of invoices
issued hereunder.
2.1 CLOCKS AND WORKFORCE MANAGEMENT SUBSCIPTION FEES:
I YEAR/TERM I ANNUAL FEES
October 30, 2018 Item #4 Page 10 of 25
Y1 (10/31/2018-3/31/2019) $54,122.27
Y2 (4/1/2019-3/31/2020) $45,155.00
Y3 (4/1/2020 -3/31/2021) $45,155.00
TOTAL $144,432.27
The Clocks and Workforce Management Subscription Fees above shall be invoiced annually in advance
and are due and payable monthly as follows:
Year 1 invoices:: 5 (monthly) invoices will be issued to Customer in advance and such invoices are due and
payable on the last day of each month, with the first payment due on November 30, 2018.
Year 2 and Year 3: 12 (monthly) invoices shall be issued to Customer annually in advance and are due and
payable 1112th of the Annual Subsription Fees due on the last day of each month, with the first payment due
on April 30, 2019.
2.2 CLOCKS MAINTENANCE FEES:
YEAR/TERM ANNUAL FEES
Y1 (10/31/2018-3/31/2019) $2,945.88
Y2 (4/1/2019 -3/31/2020) $7,074.00
Y3 (4/1/2020-3/31/2021) $7,074.00
TOTAL $17,093.88
Clocks Maintenance Fees will be invoiced on the Shipping Date of the above equipment (Clocks) based on
the pro-rata fee of $2,945.88 for the period beginning on 10/31/2018 and ending on March 31, 2019.
Maintenance shall continue through March 31, 2021 for an annual Maintenance Fee of $7,074.00, which
shall be invoiced on April 1, 2019, and April 1, 2020, respectively.
2.3 CSM-WFM: UPGRADE FIXED FEE SERVICES (EXHIBIT B STATEMENT OF WORK):
YEAR/TERM ANNUAL FEES
Y1 $113,914.00
TOTAL $113,914.00
The CSM-WFM Fixed Fee services set forth above and in the attached Exhibit B will be invoiced in
accordance with Section 3.1 of the Statement of Work.
3. ADDITIONAL TERMS
TERMINATION OF PREVIOUS LICENSES. Effective 10/31/2018, the parties agree that the Order Form
dated 4/1/2018 is terminated and of no further force or effect. The parties agree that invoice number
0000198514 due on 10/31/2018 remains due and payable. The parties further agree that invoices numbers
0000198515, 0000198516, 0000198517, 0000198518, and 0000198519 will be canceled by Skillsoft, and
new invoices will be issued in accordance with the payment terms in Section 2 above. No credits will be
due for the terminated Order Form.
October 30, 2018 Item #4 Page 11 of 25
BILL TO
CONTACT
PHONE
E-MAIL
ADDRESS
CITY
STATE
COUNTRY
ZIP CODE
EXHIBIT A TO THE ORDER FORM
City of Carlsbad
Barbara Van Rekom
(760) 602-2490
barbara.vanrekom(@carlsbadca.gov
1635 Faraday Ave
Carlsbad
CA
us
92008
SHIP TO
CONTAC
PHONE
E-MAIL
ADORES
CITY
STATE
COUNTR
ZIP CODE
T
s
y
City of Carlsbad
Barbara Van Rekom
(760) 602-2490
barbara.vanrekom@carlsbadca.gov
1635 Faraday Ave
Carlsbad
CA
us
92008
October 30, 2018 Item #4 Page 12 of 25
Table Two -Budgetary Guidance
Project Task Fixed Fee Total Cost
1.1 Engagement Management $ 19,488.00
1.2 Project Kickoff $ 2,016.00
2.1 Upgrade of Custom Extensions $ 19,758.00
2.1.1 Remove Reversal from Cost Accounting Interface $ 1,408.00
2.2 DB Upgrade $ 3,344.00
2.3 STS Infrastructure and Environment Validation $ 5,676.00
3.1 DAD Support $ 4,032.00
3.3 PS SME/IC Meeting Time -Implementation Consulting $ 10,080.00
4.1 New Feature Set up Training $ 21,720.00
5.1 Testing & Validation $ 11,952.00
6.1 Go Live Cut Over Preparation and Support $ 10,880.00
7.1 Custom Flex Task Triage $ 1,344.00
8.1 Org Key Interface Updates $ 872.00
9.1 JL Budget Checking Task Triage $ 1,344.00
Estimated Total Fixed Fee $ 113,914.00
*Table does not include Travel Expenses.
Fixed Fees for professional services will be invoiced based on the Milestone Schedule below and shall be due and
payable 100% net 30 days from the date of invoice. All professional services to be performed by us for each project
task will be invoiced as set forth in the Agreement, due and payable 100% net 30 days from the date of invoice. This
quote is valid for 60 days from the effective date of this document. Thereafter, our then-currently prevailing rates shall
apply. Unless noted otherwise, all prices provided herein are denominated in the currency of the United States of
America ($ or USO).
The flat fee is to be billed in four installments:
3.1 Implementation Payment Milestones
Milestone# Milestone Title Milestone Description Milestone Amount Comments
1 sow SOW Execution -25% $28,478.50 Upon Execution of SOW
2 $28,478.50 Upon completion of unit testing of
Successful Completion of unit testing custom components in STS UAT
completion of of custom components in environment
initial unit testing STS UAT environment -Subject to acceptance criteria as listed
in STS UAT 25% below
environment
3 Successful Successful Completion of $28,478.50 Upon successful completion of UAT in
Completion of UAT in Pre-Prod -25% the Pre-Prod environment
UAT in Pre Prod Subject to acceptance criteria as listed
environment below
4 Go Live Cutover Successful Deployment to $28,478.50 Upon successful deployment to the
the Production Production Environment at Go Live
Environment at Go Live -Cutover subject to acceptance criteria
25% listed below
Acceptance Criteria
For the City of Carlsbad SOW 7, project Deliverables listed above, Customer shall have a period of ten (10) business
days from the time a Deliverable is made available for review (the "Acceptance Period") to indicate Acceptance or
October 30, 2018 Item #4 Page 19 of 25
Non-Acceptance of the deliverable by providing written notice to SumTotal (email will suffice). If no notice is provided
by the end of the Acceptance Period, then the deliverable is deemed Accepted.
Acceptance shall not be unreasonably withheld. Non-Acceptance must be based on the failure of a Deliverable to
conform to the relevant written specifications. Any requirement or issue other than material defects conflicting with
product or specification documentation will be deemed a Change Order and handled using the standard Change
Management process herein. Material defects include PO and P1 defects per the severity definitions listed below. If a
Deliverable is not accepted, the notice of non-acceptance must specify clear rationale for non-acceptance and
Sum Total will have 30 business days to resolve the issues cited in the notice of non-acceptance and resubmit the
Deliverable to Customer for an additional ten-day Acceptance Period. If the issues are not resolved, the parties will
escalate to executives from each party who will negotiate in good faith to either:
(i) Accept the deliverable as-is,
(ii) Provide additional iterations and extend the period to resolve the issues,
(iii) Conditionally accept such deliverable and develop a remediation plan whereby SumTotal will fix the
noncompliance(s) under a mutually agreed upon plan.
Issue Severity Definitions:
P-0 -Production site outage. Cannot access the live production site. (for Migration customer cannot access stage to
complete UAT. (i.e. when SSO is not working))
P-1 -Software or infrastructure issues -limited functionality. No viable workaround and there is a potential business
impact.
P-2 -Moderate software defect and environment mostly operational. -Workaround available and end user/business
impact is minimal. Sum Total will work with Customer to identify a mutually agreeable workaround.
P-3 -Minor software defects or functionality questions. -minor application issue, cosmetic issue, documentation
gap/questions, product feedback or enhancement request.
4. Modifications to the Statement of Work
Project scope and schedule changes will be addressed through the Change Order (the "Change Order") process. Any
changes shall be documented, reviewed, and mutually agreed upon by both parties. The Change Order shall
document the scope of work and a fee estimate. Implementation of the change shall be factored into the initial project
plan and a modified completion date for the project will be detailed, if necessary.
5. Assumptions
• Scheduling for professional services to be performed will be based upon a first come first served basis and will
be mutually agreed upon by the parties prior to the commencement of the Professional Services hereunder.
• Services are provided during regular business hours (8:30 a.m. to 5:00 p.m.PT), not to exceed forty (40) hours
per person per week, Monday through Friday, except legal holidays ("Business Hours"). The customer will
support SumTotal's holiday schedule.
• You shall assign a project manager to this Statement of Work. This project manager will act as the central point
of contact for the Professional Services that we will render for this Statement of Work.
• We believe the requirements and specifications provided in this Statement of Work are sufficient to allow the
work to begin and be completed with a reasonable expectation that the total cost estimate will be realized;
however, we cannot, and do not, guarantee the estimate.
• The performance of this Statement of Work involves activities to be performed by both parties. If Customer
deliverables are not received as scheduled, then completion of this Statement of Work in a timely manner will
be jeopardized. Sum Total will notify Customer, should this occur, of the potential impact with regards to
additional expenses and/or subsequent schedule changes.
• Client will complete validation of all upgraded rules and components.
• Client will do initial triage of any issues, and will complete any use cases required for submission to Sum Total.
October 30, 2018 Item #4 Page 20 of 25
• Single Sign-On (SSO) Broker implementation is not included in the scope of work for the upgrade.
• Customer's current Active Directory external authentication is included in the scope of work for the upgrade.
• Communications and discussions related to the scope of this Statement of Work will be conducted and
completed in the English language.
• Services and documentation will be delivered following SumTotal standard methodologies and templates.
Additional requirements to adhere to customer-specific methodologies may result in cost and schedule impact.
• Unless otherwise indicated, creation of new reports is not in scope in this Statement of Work. Standard out-of-
the-box reports are provided and the client can utilize the JasperSoft Ad Hoc reporting function to create
applicable reports.
• Unless explicitly listed above, any efforts related to system performance/load testing by the customer is out of
scope. If required, this will be scoped and agreed upon separately between SumTotal and the Customer within
the context of a Change Order
• Customer is responsible for all User Acceptance Testing (UAT) documentation (i.e. test plans, test cases,
scripts, and scenarios) and the development and the execution of all testing in relation to UA T.
• The branding services which we provide will be limited to replacing the logo and changing the banner colors.
Any other branding requirements will need to be defined further and is not included in this Statement of Work.
• The scope defined in this Statement of Work stands alone to be delivered without dependency on any future
functionality defined or to be added to the product roadmap.
• The project is delivered in big-bang approach (one go-live) and is based on expected duration stated above
from project start to end. If customer requests additional assistance for future phases, that effort will be agreed
upon separate from this Agreement.
• All deliverables must be tested/validated in Test or STAGE environment prior to being deployed to Production.
• All Custom Extensions must be tested/validated in UAT and ST AGE environments prior to being deployed to
Production.
• Customer to complete the testing use case definition, creation, execution and validation Quality Assurance (QA)
on all core configuration to meet requirements as documented in the Business Requirements Document (BRO),
(SumTotal will not perform regression testing.)
• Core project team (client) -Customer will provide a core project team capable of accurately articulating and
testing all relevant business requirements (i.e. pay policies, interface details, pay codes, etc.).
• Implementation Project Management -The Customer Project Manager will be responsible for maintaining the
overall project plan to assure adherence to deliverables, communications and milestones. The SumTotal Project
Manager will monitor and track progress of all tasks assigned to SumTotal in weekly status reports, and weekly
project status update meetings.
• Escalation -Customer and SumTotal agree that any project related escalation submissions will be in writing to
both the Customer and SumTotal project managers. If required, they will escalate to both project sponsors.
Customer Project Manager will log the issue and track through resolution. SumTotal and Customer agree to
review and respond to Scope Changes, Deliverable Acknowledgements, Escalated Issues and other official
project communication templates within 3 business days. The investigation and implementation of changes may
result in modifications to the Estimated Fees, or other terms of this Project.
• By client acceptance of this Statement of Work the client understands and accepts that Exclusive Maintenance
Support for custom code developed under this SOW is not included in the scope of Services as defined herein.
For purposes of clarity and the avoidance of doubt, it is hereby noted that the warranty period for deliverables
defined hereunder shall start upon delivery to the client and extend 90 days following delivery of the components
in question. Deliverables will be developed to requirements as specified in the applicable Business
Requirements Document (BRO) and any defects in deliverables reported to SumTotal within the warranty period
will be repaired without additional fees. Standard Professional Services rate will apply following the warranty
period.
October 30, 2018 Item #4 Page 21 of 25
Appendix A
City of Carlsbad Rules, Tasks, Utilities, WebApps, Reports
, ..... ! Component Name Component Type Carlsbad Notes I I
H RRefreshClient.cmd cmd
Run Dyn FlexDaysTask.cmd cmd
Run Dyn JLBudgetCheckingTask.cmd cmd
Run Dyn JLBudgetUpdate.cmd cmd
Run Dyn OrgKeyUpdate.cmd cmd I
Run Dyn ProjectAndActivityUpdate.cmd cmd
Run Dyn Telestafflnterface.cmd cmd
"""'"
RunCostAccountinglnterface.cmd cmd
RunPRCU.cmd cmd
RunPRCUTasker.cmd cmd
RunSOD.cmd cmd
OvertimeBankingParams.java Params
~-·
Dyn ClearTimeSheetRuleParams.java Params
Dyn CreateTimeSheetRuleParams.java Params
WeeklyOvertimeParams.java Params
Dyn ResetAdjlndicatorForProtectedTimeRule.java Rule
OvertimeBankingRule.java Rule
Dyn_ClearTimeSheetRule.java Rule
Dyn_CreateTimeSheetRule.java Rule ---··--
Dyn_ResetENTRecordsByOneMinuteRule.java Rule -
Dyn_ResetPayrollOffTimeOnShift80Rule.java Rule
--•-·""*'"""'"••••-.--............. ., ... _
WeeklyOvertimeRule.java Rule
CustomNamespace.Mssql.sql sql
lnsertGlobalVariables.Mssql.sql sql
lnsertlocalization.Mssql.sql sql
lnsertRuleParameters.Mssql.sql sql
Dyn_CostAccountinglnterface.java Task Need to change output for
intrafund; also excel version
Dyn FlexDaysTask.java Task i Does not work
Dyn_JLBudgetCheckingTask.java Task Never worked, was supposed
to check budget and email if
project is over budget at time
of entry ,_, ...........
Dyn_JLBudgetUpdate.java Task Employees should not be
able to select and save
inactive projects and org keys
in timecards i
Dyn OrgKeyUpdate.java Task Update Description I
Dyn PRCU.java Task With sorting by empno
Dyn ProjectAndActivityUpdate.java Task Update Description
Dyn Telestafflnterface.java Task
Dyn_CostAccountingOutputRow.java Util Need to change output for
intrafund; also excel version October 30, 2018 Item #4 Page 22 of 25
CarlsbadlnterfaceUtil.java Util I
CustomPayrollVO.java Util
OvertimeBankingConstants.java Util
OvertimeBankingUtil.java Util
TelestaffConstants.java Util.
SetWo rked Data Uti I .java Util
WeeklyOvertimeUtil.java Util
ReportingAction.java Webapp
PdfUtil.java Webapp
ReportingUtil.java Webapp
ReportingVO.java Webapp
activity.jsp Webapp
main.jsp Webapp
project.jsp Webapp
Project Costing Report Webapp May be same as immediately
above
Q uery T IR 00 t epors
REPORT FMLA/IOD Leave Absence
REPORT OOC Dates
REPORT Accrual Ending Balance Email
Police
REPORT Accrual Ending Balance Email
REPORT Adjustments pdate moddate
REPORT Adjustments Vacation
Accruals
REPORT Clock Data to Duration
REPORT Codes
REPORT Employee Badge Number
REPORT Labor Distribution
REPORT Leave Usage 2013
REPORT Leave Usage 2014
REPORT Leave Usage 2015
REPORT Leave Usage 2016
REPORT Leave Usage 2017
REPORT Leave Usage 2018
REPORT Leave Usage Detail
REPORT Part-time Hours Balance
REPORT Rosters
REPORT Shifts
REPORT Timecard Check Accrual
REPORT Timecard Check
REPORT Unpaid Absence
REPORT Users
REPORT Vacation Absence
Public Holiday Setup
October 30, 2018 Item #4 Page 23 of 25
EXHIBIT C TO THE ORDER FORM
PROFESSIONAL SERVICES
This Exhibit sets forth the additional terms and conditions under which SumTotal will provide professional
services in connection with the solution provided pursuant to the Statement of Work.
1. Performance of Services.
(a) Statements of Work. Each
professional services project SumTotal undertakes
shall be described in statements of work (each a
"Statement of Work") setting forth the agreed upon
Statement of Work, Service Deliverables,
estimated or actual pricing and any special
payment terms and, if applicable, project schedule,
Service Deliverables, and estimated delivery
dates. Both Parties shall execute each Statement
of Work and each is incorporated into this
Agreement. If there is a conflict between the terms
set forth in this Agreement and a Statement of
Work, the terms set forth in the applicable
Statement of Work will control.
(b) Delivery and Cooperation.
Customer acknowledges that Customer's
cooperation is essential to the timely performance
of SumTotal's services. Customer will, to the
extent required in connection with the performance
of SumTotal's services: (i) provide SumTotal with
any necessary Customer materials; (ii) provide
SumTotal with any necessary access to
Customer's personnel, facilities or data; (iii) cause
the appropriate personnel to cooperate with
SumTotal as required for SumTotal to provide
SumTotal's services, including responding
promptly to questions or issues; and (iv) make all
payments when due. Customer's delay or failure
to do so may delay the estimated delivery
schedules set forth in the Statement of Work. If
Customer fails to do any of the foregoing, both
Parties will cooperate in good faith to develop a
revised written delivery schedule and written
Statement of Work or change order signed by both
Parties with new pricing.
(c) Place of Performance. If
SumTotal's personnel, agents or representatives
are required to travel to a location other than one
of SumTotal's facilities, Customer will pay or
reimburse SumTotal upon invoice for all
reasonable travel expenses including airfare,
ground transportation, lodging and meals for
personnel required to travel. SumTotal will adhere
to SumTotal's corporate travel policies and provide
a copy, if requested by Customer, unless other
agreements are made prior to undertaking a
project. Services to be provided on-site at
Customer's facilities will be scheduled in advance
by agreement of each Party. Both Parties will use
reasonable efforts to accommodate any requested
change in the scheduled dates for on-site services,
subject to the availability of appropriate personnel.
Customer will also reimburse SumTotal upon
invoice for SumTotal's out-of-pocket expenses in
connection with the performance of services as set
forth in the applicable Statement of Work. At
Customer's request, SumTotal will provide receipts
or other reasonably satisfactory evidence of such
expenses.
(d) Qualified Personnel. SumTotal will
provide all services in accordance with current
industry standards and practices using qualified
personnel with the necessary skills, qualifications
and experience to provide the Service Deliverables
in accordance with the applicable Statement of
Work. All personnel providing services will be
SumTotal's employees acting within the scope of
their employment and under obligation to assign all
rights in the Service Deliverables to SumTotal, or
will be independent contractors under written
obligation to assign all such rights to SumTotal.
2. Services Payment Terms.
Customer will pay SumTotal for all undisputed
services provided under a Statement of Work.
Customer will pay Sum Total for time and materials
projects at the then-current prevailing hourly rate
set forth in a Statement of Work. Fixed fee rates,
if applicable, shall be negotiated between
Customer and SumTotal. Hourly rates are subject
to change. If applicable, SumTotal will invoice
Customer on a time and materials basis at the end
of each month at the billing rates set forth in the
Statements of Work for work performed on each
Statement of Work during the previous month.
Such invoices will include a summary of all time
expended for each personnel classification
providing services during the month. Fixed fees
shall be due upon execution unless otherwise
stated in the relevant Statement of Work, except
that fixed training fees, if any, shall be due upon
completion.
October 30, 2018 Item #4 Page 24 of 25
3. Changes to Service Deliverables.
(a) Changes to Project Scope.
Customer may request changes to the scope of a
Statement of Work. Any changes to the scope of
a statement of work shall result in a change order
to such statement of work or a new statement of
work. Any scope changes shall be made pursuant
to the terms set forth in a Statement of Work, to be
mutually agreed upon by the Parties.
(b) Changes to Non-functional
Elements. Customer acknowledges that certain
non-functional or aesthetic elements of the
Services Deliverables such as screen displays and
user interface design can vary greatly without
impact on the functional or performance
specifications. SumTotal will incorporate any
nonfunctional or aesthetic elements specified in
the Statement of Work into the Service
Deliverables, and will work together with Customer
in the design of such nonfunctional or aesthetic
elements. If Customer wants to change the
nonfunctional or aesthetic elements of any Service
Deliverable which meets the functional and
performance specifications and otherwise
complies with the Statements of Work, then
Customer agrees to compensate SumTotal at a
mutually agreed price set forth in a change order
or at SumTotal's then current hourly rates for any
additional time required to make the nonfunctional
or aesthetic elements of the Service Deliverables
satisfactory to the specifications provided by
SumTotal.
October 30, 2018 Item #4 Page 25 of 25