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HomeMy WebLinkAboutSUMTOTAL SYSTEMS INC/CYBERSHIFT INC; 2011-10-14;AMENDMENT NO. 5 TO AGREEMENT FOR ON-DEMAND SERVICES FOR AN ACCRUAL CHANGE REQUEST SUMTOTAL SYSTEMS LLC This Amendment No. 5 is entered into and effective as of the 9th day of -------,f--1-+-'-""'~~-----' 20fl, amending the On-Demand Services Agreement dated April 6, 201 he "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Sumtotal Systems LLC ("Contractor") (collectively, the "Parties") for fixed fee based on scope of work attached as Exhibit A. RECITALS A. On April 6, 2010, the Parties executed an Agreement for Workforce Management System Implementation Services for CyberShift timekeeping software; and B. On August 12, 2010, the Parties executed Amendment No.1 to the Agreement to alter the scope of work under the Agreement to provide additional consulting support to the project; and C. On April 6, 2011, the Parties executed Amendment No. 2 to the agreement and extended the term of the Agreement; and D. On March 29, 2011, the Parties executed Amendment No. 3 to the Agreement and altered the scope of work of the Agreement to provide development services for additional work not contemplated by the Agreement, as amended; and E. On October 31, 2018, the Parties executed Amendment No. 4 to the Agreement to upgrade the City's CyberShift time reporting system; and F. The Parties desire to alter the Agreement's scope of work to add additional scope of work as stated in Exhibit A; and G. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed one hundred eighty-two thousand, three hundred eighty-two dollars ($182,382) for year one of Amendment No. 5. 2. City will pay Contractor for all work associated with those services described in Exhibit "A" based on the payment milestone table shown below, for a total of twelve thousand two hundred forty dollars ($12,240). The flat fee is to be billed in two installments upon confirmed receipt of the deliverables described in the Implementation Payment Milestones Section of this agreement and such invoices shall be due and payable 100% net 30 days from the date of invoice. 3. Target delivery date for Customer UAT will be 60 days post execution of this agreement. 1 City Attorney Approved Version 9/27/16 FY20-00099965fTM time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. 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 this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal tion of the State of California By: By: 11:z,J\j},<2,r~ M '' lsig_n_he~ _ e ssaTany ~- ,1:i~er, Revenue & RoyaltlH Ao,.\ , 2!::> 20 \ 9 r Mayor or Director (print name/title) ATTEST: By: (sign here) \l:vrnflAoclZml-~ ~ARBARA ENGLESON V vity Clerk (print name/title) 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: ::uA A BUMYiC:ey Assistant City Attorney 2 City Attorney Approved Version 9/27/16 FY20-00099965fTM EXHIBIT "A" SCOPE OF SERVICES AND FEE Professional Services Engagement -Fixed Fee Estimate Client Name: City of Carlsbad Estimate Date: 2/28/2019 JL Budget Checking Task (PSR-015651) Flex Days Custom Task (PSR-015650) Description of Services and PSRII: Telestaff Process Estimate Itemization Task Cost Comments (Engagement Management) Project Management, Schedule, Budget, Scope coordination and management, client coordination, Sum Total resource and deliverable coordination (Implementation Consulting) Requirements Review, Requirements Documentation, Run through of requirements with Development, validation 1.1 PS Consulting -JL Budget Checking Task $500 and manage package deployment process (Development Consulting) Review & Analysis, Design, Development, Unit Testing, Code Reviews, Packaging, and Deployment (Engagement Management) Project Management, Schedule, Budget, Scope coordination and management, client coordination, SumTotal resource and deliverable coordination (Implementation Consulting) Requirements Review, Requirements Documentation, Run through of requirements with Development, validation 1.2 PS Consulting -Flex Days Custom Task $3,000 and manage package deployment process (Development Consulting) Review & Analysis, Design, Development, Unit Testing, Code Reviews, Packaging, and Deployment (Engagement Management) Project Management, Schedule, Budget, Scope coordination and management, client coordination, SumTotal resource and deliverable coordination (Implementation Consulting) Requirements Review, Requirements Documentation, Run through of requirements with Development, validation 1.3 PS Consulting -Telestaff Process $3,000 and manage package deployment process (Development Consulting) Review & Analysis, Design, Development, Unit Testing, Code Reviews, Packaging, and Deployment Total $6,500 Fixed Fee based on Scope below Total Estimate Total Estimate for Client Presentation $6,500 Notes: (Please enter notes, assumptions, special directions here). Fixed Fee estimate based on scope defined below. If there are additional changes or other factors that require additional effort that have not been provided, the estimate may be refined. Scope Included in the Estimate: 3 City Attorney Approved Version 9/27/16 FY20-00099965fTM Updates will be made to the Flex Days Custom Task and JL Budget Checking Task according to the scope details documented in the respective BRD's below: Flex Days Custom Task: HCMS_Customization_CB_Flex_Days_Signed_Off_rev.docx L Budget Checking Task : HCMS_Customization_CB_JL_Budget_Checking.docx . Both tasks will be updated to match the requirements outlined in the BROs and validated against the test cases provided by the City of Carlsbad. Update the Telestaff interface to ignore records with a date equal to or prior to the protect date. The ignored records will be logged to the task log file. Scope will be limited to the requirements detailed in the below BRO: elestaff Process: HCMS_lnterface Spec_ Telestaff revised 16.docx ssumptions: Updates will be applied to the V18 Environment. Validation will be performed against the test cases provided by City of Carlsbad. Professional Services Engagement -Fixed Fee Estimate Client Name: Estimate Date: Description of Services and PSR#: Task 1 . 1 PS Consulting -Accruals Last Deposit Date Total Total Estimate for Client Presentation City of Carlsbad 3/26/2019 Last Deposit Date {PSR-015987} Estimate Itemization Cost $5,740 $5,740 Total Estimate 4 Comments (Engagement Management) Project Management, Schedule, Budget, Scope coordination and management, client coordination, SumTotal resource and deliverable coordination (Implementation Consulting) Requirements Review, Requirements Documentation, Run through of requirements with Development, validation and manage package deployment process (Development Consulting) Review & Analysis, Design, Development, Unit Testing, Code Reviews, Packaging, and Deployment Fixed Fee based on Scope below City Attorney Approved Version 9/27/16 FY20-00099965/TM Fixed Fee estimate based on scope defined below. If there are additional changes or other factors that require additional effort that have not been provided, the estimate may be refined. Carlsbad Requirement: The City of Carlsbad wants a process that will consider the ACCRUALS EMPLOYEES.LAST DEPOSIT DATE as '07/01/YYYY7 (where 'YYYY' is the-previous July 1) when an employee requests or schedules a future absence. • If the Request was made for 03/22/2019, then use the LAST_DEPOSIT_DATE as 07/01/2018 • If the Request was made on 07/15/2019, then use the LAST_DEPOSIT_DATE as 07/01/2019 Parameters will be provided for the following items to provide flexibility:- 1. Accruals this should run for (currently Accruals 4, 5, 6, 7 and 8) 2. MM/DD to allow for flexibility to change 07/01 to another date. All other accruals will use the employee's LAST _DEPOSIT _DATE value. Scope: SumTotal to develop a custom rule that will consider 07/01 as the LAST_DEPOSIT_DATE for the configured accrual buckets. All other accruals will use the employee's LAST_DEPOSIT_DATE. Then these records will updated with appropriate LAST_DEPOSIT_DATE." Assumptions: Scope will be limited to the detailed requirements documented in the BRD titled Accrual Forecasting : Carlsbad Accrual Forecasting Daily-Annual Basis BRO v6.docx IMPLEMENTATION PAYMENT MILESTONES - (JL Budgeting Task, Flex Days Custom Task, & Telestaff Changes) Milestone Description . Payment Milestone % Upon Execution of SOW (Sum Total Receipt of Customer 1 Executed SOW) $3,250 50% 2 Delivery of scope for Customer UAT Testinq $3,250 50% IMPLEMENTATION PAYMENT MILESTONES -(Last Deposit Date) Milestone Description Payment Milestone % Upon Execution of SOW (Sum Total Receipt of Customer 1 Executed SOW) 2 Delivery of scope for Customer UAT Testina 5 $2,870 $2,870 City Attorney Approved Version 9/27/16 FY20-00099965/TM 50% 50% 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. 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.), not to exceed forty (40) hours per person per week, Monday through Friday, except legal holidays ("Business Hours"). The customer will support Sum Total'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. • 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 may be jeopardized. Sum Total will notify the Customer, should this occur, of the potential timeline and/or cost impact. If the project extends beyond the specified duration, the impacts will be assessed with the Customer and SumTotal and may result in a change order. • 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. • 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. • 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 6 City Attorney Approved Version 9/27/16 FY20-00099965fTM 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. 7 City Attorney Approved Version 9/27/16 FY20-00099965fTM 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 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 08/17/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA, INC. PHONE I FAX 99 HIGH STREET /Air IJn ~vtl· (A/C Nol: BOSTON, MA 02110 E-MAIL Attn: Boston.certrequest@Marsh.com Fax: 212-948-4377 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# CN101723371--cas/e-18-19 INSURER A: Great Northern Insurance Company 20303 INSURED INSURER B : Federal Insurance Company 20281 Skillsoft Corporation 20346 300 Innovative Way, Suite 201 INSURER c : Pacific Indemnity Insurance Company Nashua, NH 03062 INSURER D : Continental Casualty Company 20443 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER· NYC-010337701-01 REVISION NUMBER· 9 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IIJ~n W\/n POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY 36012659 06/15/2018 06/15/2019 EACH OCCURRENCE $ 1,000,000 ~ ~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 ~ PERSONAL & ADV INJURY $ 1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ •PRO-DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ B AUTOMOBILE LIABILITY 73593729 06/15/2018 06/15/2019 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accrdenO ~ ANY AUTO BODILY INJURY (Per person) s ~ ~ OWNED SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS ONLY ~ AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) ~ $ tJ X UMBRELLA LIAB M OCCUR 79837131 06/15/2018 06/15/2019 EACH OCCURRENCE $ 1,000,000 ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 / DED I I RETENTION$ $ C WORKERS COMPENSATION 71736578 uon5/zurn 06/15/2019 X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, descnbe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below D E&O 425366895 06/15/2018 06/15/2019 Limit: 1,000,000 / SIR: 250,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, (or if applicable -the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers must be named as an additional insured with respect to liability arising out of activities performed by or on behalf of the Named Insured (General Liability only) where required by written contract. The full limits available to the named insured shall alsc be available and applicable to the City as an additional insured. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1635 Faraday Ave THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Elizabeth Stapleton ~7..;....,_,c .:ri~1-,o,,,_ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CHUBB" LIBblltty Endorsement (oontinu8d) OthBf lnsurancs - Primary, NoncontrbJlay Insurance -SchedJled Person Or Organization Form ~ (Rllv. 5-07} Under Cooditions, the: followiD~ provision is added ID tbc <nlditioo titled 0kt Insuraooc. Jr you me obligated. pnmuaot ui a contract or agrccmcut. to provide the J]Cl'llOll er ntRMi:,atioo mwo in k Schcwlc: wilh pdnBy in8uraDcc SDCb as is aflbrdcd by this policy. then in SDCb C88C Ibis imuraDcc w primary aod we will not sce1 cootribulion from lmlmaoce available IO such person or orgimization. Schedule CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD, CA 92008 INSURED: Sum Total, a Skillsoft Company All other terms aod CODditioos remain uochaoged. CHUBB~ Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Datelssved JUNE 15, 2018 TO JUNE 15, 2019 JUNE 15, 2018 3601-26-59 OTO EVERGRfllN SKILLS TOP HOlDING LUX SARL GREAT NORTHERN INSURANCE COMPANY JUNE 14, 2018 Uris Endorsenm.t applies to the followiog forms: <E-IERAL LIABILITY Who ts An Insured Additional Insured• Scheduled Persoo Or Organization Liability Insurance Form 80-02-2.367 (Rev. 5-07) Under Who Is An b11red, tre following provision is added. Persons or organizations shown in the Schedule are imureds; but they are insureds only if you are obligated pursuant to a contract or ~t to provide them with suc:b iosur..mce as is affurded by this policy. However, the pe~ or organization ls an insured only: • if and then only Lo the extent the pcr&>n or organi7..atioo is described io the Schedule; • Lo ttJe extent SU<.."h contract or agreement req1iires the pm;oo or organization to be afforded status as an insunid; • tbr activities that did not occur, io whole or in part. before the execution of the contract or agrrermnt; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies, No person or ot),'8tlizatioois an insured under this provision: • that is more specifically identified uode.r any other provision of the Who Is An lnsured sei.,'tioo (reg-&dless of any limitation applicable thereto). • with tes:pe(.,'t to any assumption cf liability (of another person or organization) by them in a contract or agreemeot. This limitation does not apply to the liability for dam:lges, loss, cost or expense fur injury or drunage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. continued ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN CITY OF CARLSBAD AND SUMTOTAL SYSTEMS FOR ON DEMAND SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and entered into and effective as of the /^.-^ day Of Ocfobc*~ , 20 ff . by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), CyberShift, Inc., a New York Corporation ("Assignor") and SumTotal Systems, Inc., a Florida Corporation, ("Assignee"), and is made with reference to the following facts: RECITALS A. On April 6, 2010, City and Assignor entered into an On Demand Services Agreement for its Workforce Management System (the "Agreement"). B. Assignor desires to assign its interest in the Agreement, as may have been amended from time to time, to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, Assignee agrees to indemnify and hold harmless City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of this Assignment Agreement caused by the willful misconduct, or negligent act, or omission of the Assignee. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3 Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment, the Agreement nor any parts thereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4 Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5 Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment or the Agreement shall be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment or the Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Finance Director City of Carlsbad, Finance Department 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: CyberShift, Inc. 600 Parsippany Parsippany NJ, 07054 Assignee: SumTotal Systems, Inc. 2850 NW 43rd Street Gainesville, Florida 32606 4.7. Nondiscrimination. During the term of this Assignment and the Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind City, Assignor and Assignee, respectively, to the terms and conditions hereofA (Remainder of Page Intentionally Left Blank) 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment or the Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment or the Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment or the Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment or the Agreement and the remainder of this Assignment or the Agreement shall continue in full force and effect. ASSIGNOR: CvberShift. Inc. CITY OF CARLSBAD, a municipal corotfratton of the S/tate of California'/ ^— i / ByN—-J^fuJ- (sign her^J [\ City Manager or Mayor Morld (print name/title) 'By: (sign here) (print name/title) — — ASSIGNEE: SumTotal Systems. Inc *By:_ LORRAINE M. WOOD (sign here) P.o ir (print name/title) 'By: (sign here) (print name/title) (Remainder of Page Intentionally Left Blank) 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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: iity Attorney istant City Attorney AMENDMENT NO. 3 TO AGREEMENT FOR WORKFORCE MANAGEMENT SYSTEM IMPLEMENTATION SERVICES (CyberShift, Inc.) -fA This Amendment No. 3 ("Amendment") is entered into and effective as ~day of Mar~ , 2011, amending the agreement dated April 6, 2010 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and CyberShift, Inc. ("Contractor") (collectively, the "Parties") for the CyberShift system implementation relating to the Human Capital Management System ("HCMS") project. RECITALS A. The Parties desire to alter the Agreement's scope of work to provide development services for additional work (i.e., development of the Cost Accounting interface and the Sunday- to-Sunday Workweek customization). 8. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is identified as Exhibit "A-3", Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement and Amendments 1 and 2, Contractor will provide those additional services described in Exhibit "A-3" which is attached hereto and incorporated herein. 2. The parties decided during the design phase of the project that the following items of scope were not needed from the Contractor: A) Two Level Sign Off Process, 8) Minimum Hours by Day Rule and C) the Project Tracking Report. 3. City will pay Contractor for all work associated with those additional services further described in Exhibit "A-3" on a time and materials basis not-to-exceed $19,840. The $19,840 will be allocated to Milestone 3 of the Agreement. In consideration of the Contractor not having to deliver the scope in paragraph 2 above, the Contractor will reduce its billing rate to $80 an hour for the development work specified in this amendment. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates and related activities for approval by City. With this Amendment, the new not-to-exceed amount for the entire Agreement is $280,540 (compared to the old amount of 260,700). 4. Contractor will complete the Cost Accounting interface by the end of March 2011 and the Sunday-to-Sunday Workweek customization by the end of April 2011. 5. Except as specifically modified herein, all other provisions of the Agreement will remain in full force and effect. 6. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement will include coverage for this Amendment. 7. 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 this Amendment. Final City Attorney Approved Version #05.22.01 CONTRACTOR (e-ma#~ (sign here) 72-k/cA:f ~7}LJ,L t"pP (print name/title) f 14.t 6~ · ~Ekh. ~ ~ ( e-mail ~ress) CITY OF CARLSBAD, a municipal corporation ot'the State of California ATTEST: LORRAINE M. WOOD 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: Final 2 City Attorney Approved Version #05.22.01 EXHIBIT "A-3" SCOPE OF SERVICES AND FEES Contractor agrees to the scope of services for Amendment No. 3 that is .described below in the Project Change Control Form. The detailed specifications included in the embedded PDF files below for the Cost Accounting interface and the Sunday-to-Sunday Workweek customization have been previously signed off by the City. The signed off specifications are maintained in the HCMS project files, plus both signed off specifications were also emailed to the Contractor as follows: 1. Cost Accounting Interface Specification -Emailed the final signed off version to the Contractor on February 14, 2011. 2. Sunday-to-Sunday Workweek Customization Specification -Emailed the final signed off version to the Contractor on February 3, 2011. -·---PROJECT CHANGE CONTROL FORM ... - Date: 03/10/2011 I CyberShift Change Control No: EB4589 Client Name: CITY OF CARLSBAD Project Name: WFM-3G Implementation (aka, HCMS Project) Client P.O.#: NIA, as the additional work was added to the existing contract/PO. Title: ADDITIONAL SCOPE FOR IMPLEMENTATION Version: V6.1 Client Sponsor: Julie Clark CyberShift Sponsor: Dan Saltzman Client Contact: Steve Leckey CyberShift Contact: Nick Trezza Description of Requested Change and Business Justification [X l NEW BUSINESS REQUIREMENT [ l REQUIREMENTS OMISSION I l PROGRAMMING ERROR/OMISSION I l DESIGN ERROR/OMISSION [] ADDITIONAL WoRKEFFORT [l OTHER Final Description / Comments: Two additional requirements for the City of Carlsbad have been requested that are not within the scope of the signed Statement of Work. The original budget did not include the Cost Accounting Interface or the Sundav to Sunday rule. The City of Carlsbad has completed and approved a Business Requirements Document for this functionality. It is attached below. HCMS_Custorrization _CB+Sun-Sun+Worki HCMS_Interface+Sp ec_ Cost+ Accting_Sig The incremental CyberShift services cost is estimated at 248 hours for this change. This covers coding, testing, and deployment of the additional rule and interface. However, 3 items in the original scope are no longer required (Two Level Sign Off Process, Minimum Hours by Day Rule, & Project Tracking Report) that reduced the budgeted total in the SOW by 128 hours. As discussed with the Client, the CyberShift hourly rate for this change order only, is reduced to $80 per hour to accommodate the net impact of the new scope less the reduction of previously approve scope. 3 City Attorney Approved Version #05.22.Ql D~scription ofJlespqnse Requested Next Steps: Approval of the change order so that CyberShift can commence work. Estinfated. ~ffortRequiredt() Ma.ke R~qu~~t~d Change Required Incremental Effort (above and beyond original SOW amount) Responsible Analyst: 248 Nick Trezza Hourly Rate: $80 / Hr. Total Estimated Cost: $19,840.00 Request Disposition [X] Approved I ] Rejected Resources: TBD Terms and Conditions The price and delivery quote provided is based on the specifications detailed above or attached. Any change to the specification will require a re-quote on price and delivery date. The consultants assigned may request additional documentation. Work will be scheduled to commence only upon receipt of an executed copy of this document. The above estimate does not include travel expenses, which will be invoiced separately at actual costs. Payment Terms: Per contract existing terms Client Project Manager: See signature page of Amendment 3. Client Project Sponsor: See signature page of Amendment 3. CyberShift Project Sponsor: See signature page of Amendment 3. FOR CYBERSHIFT INTERNAL USE ONLY (please complete upon client approval) New Engagement or Add to Existing Engagement: CS Engagement Billing Type: (T&M or Fixed Fee Only) CS Engagement/Project Name: CS Engagement Manager: CS 1st Time Approver: Final 4 City Attorney Approved Version #05.22.01 CS l't Expense Approver: Project Manager/IC: Resource Groups: Special Instructions: FOR CYBERSHIFT FINANCE INTERNAL USE ONLY (please complete upon client approval-forward to CP admin for Processing) Linked to Sales Order Number: Date Linked: Final 5 City Attorney Approved Version #05.22.01 AMENDMENT NO 2 TO EXTEND THE AGREEMENT FOR WORKFORCE MANAGEMENT SYSTEM IMPLEMENTATION SERVICES (CYBERSHIFT) This Amendment No.2 is entered into as of the / 3-IA day of /Yl ~ , 2011, but effective as of April 6, 2011, extending the agreement dated April~ 2010 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Cybershift, ("Contractor") ( collectively, the "Parties") for the Cybershift system implementation relating to the Human Capital Management System ("HCMS") project. RECITALS A. On August 12, 2010, the Parties executed Amendment No. 1 to the Agreement to alter the scope of work to provide additional consulting support to the project; B. On March 29, 2011 the Parties executed a second amendment to the Agreement and inadvertently titled it Amendment No. 3; C. Amendment No. 3 altered the scope of services and fee schedule; and D. The Parties desire to extend the Agreement for a period of one year (effective April 6, 2011) and will title this extension "Amendment No. 2'' recognizing that this amendment is actually the third amendment to the original Agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year, beginning on April 6, 2011 and ending on April 5, 2012. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 09.22.1 O 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warra.nt that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR sign here) ___ flk~&flck-- (print naml!/title) /lo.bevr c_ rArt-,v,a-L96c; (print name/title) l *Group A. Chairman, President, or Vice-President ClTY OF CARLS:SAD, a municipal corporation of the State of California >---~£2,~ ATTEST: City Clerk **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 bin.d the corporation. APPROVED AS TO FORM: l, City Attorney ~ City Attorney JJ.ep" . 1'cf<I 1 City Attorney Approved Version OR22.10 2 AMENDMENT NO. 1 TO AGREEMENT FOR WORKFORCE MANAGEMENT SYSTEM IMPLEMENTATION SERVICES (CyberShift, Inc.) This Amendment No. 1 ("Amendment") is entered into and effective as /~~ay of ~ust , 2010, amending the agreement dated April 6, 2010 (the "Agreement") by and b~en the City of Carlsbad, a municipal corporation, ("City"), and CyberShift, Inc. ("Contractor") (collectively, the "Parties") for the Lawson system implementation relating to the Human Capital Management System ("HCMS") project. RECITALS A. The Parties desire to alter the Agreement's scope of work to provide additional consulting support to the project due to City staffing constraints. This consulting support will supplement the project team resources to assist the City in areas as directed by the City. B. The Parties have negotiated and agreed to a supplemental scope of work which is identified as Exhibit "A-1", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, Contractor will provide those additional services described in Exhibit "A-1" which is attached hereto and incorporated herein. 2. City will pay Contractor for all work associated with those additional services further described in Exhibit "A-1" on a time and materials basis not-to-exceed $15,000, which includes not-to-exceed fees of $13,000 and not-to-exceed travel expenses of $2,000. The $15,000 will be evenly allocated to Milestones 2, 3 and 4 of the Agreement (i.e., $5,000 per milestone). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and travel costs for approval by City. With this Amendment, the new not-to-exceed amount for the entire Agreement is $260,700 (compared to the old amount of $245,700). 3. Contractor will complete all work and services described in Exhibit "A-1" by the end of the original Agreement date. 4. Except as specifically modified herein, all other provisions of the Agreement will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement will include coverage for this Amendment. 6. 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 this Amendment. (Remainder of Page Intentionally Left Blank, Signatures Follow) Final City Attorney Approved Version #05.22.01 ~e) ?7 f7J JtAJ A-i.77 r;::-/J_ (print name/title) 'f c{/-h·<?--r{!21/46e--►sl~, '[c~ (e-mail ad ress) -sy~:%-,, (print name/title) CITY OF CARLSBAD, a municipal corpora · ,n of the State of California tf!;CA~W/CI e ~ c16eAsl{I C\)~ (e-mail addres ) 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: RONALD R. BALL, City Attorney By: _)Q_/),,1= ~ Deputy/AssistantCitytlorney Final 2 City Attorney Approved Version #05.22.01 EXHIBIT "A-1" SCOPE OF SERVICES Contractor agrees to the following scope of services for Amendment No. 1: 1. Increase the project schedule from 33 weeks to 35 weeks to accommodate the increase in the overall schedule of the HCMS project to 14 months. 2. Start the project the week of August 23, 2010. 3. Deviate from the original schedule of completing all implementation services over consecutive weeks and allocate time to complete the parallel testing with Lawson in May or June of 2011. Since the implementation services of CyberShift will start the week of August 23, 2010, this will result in CyberShift having a break in its consecutive weeks of service which is reflected in item 1 of this amendment. 4. Tasks that the Contractor may work on during the additional 2 weeks referred to in this Amendment are as follows. Final a. Additional assistance with integration decisions between Lawson and CyberShift. b. Additional work on configuration changes during the City's testing of the CyberShift system. c. Development of custom CyberShift reports beyond the scope of the original Agreement. The design specifications for these reports will be determined by the City during the project depending on the implementation decisions made during the build phase of the project. The exact tasks that the Contractor will work on and associated deadlines will be determined by the City and will vary depending on the needs of the project. City will provide in writing a detail description of the task for Contractor to perform. Contractor shall acknowledge the task scope by signing the task form and returning it to the City. All fully executed task forms shall be made a part of this Agreement. 3 City Attorney Approved Version #05.22.01 AGREEMENT FOR WORKFORCE MANAGEMENT SYSTEM IMPLEMENTATION SERVICES CyberShift, Inc. THIS AGREEMENT is made and entered into as of the l.Pfh day of A-pn { , 2010, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CyberShift, Inc., a New York Corporation, ("Contractor"). RECITALS A. City requires the professional services of a workforce management systems developer and implementer experienced in time, attendance, and scheduling systems and software, and time clock installation. B. Contractor has the necessary experience in providing professional services and advice related to work force management. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. 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 agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Cybershift WFM3G Statement of Work, which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 1 (one) year from the date first above written. The City Manager may amend the Agreement to extend it for 1 (one) additional year period or parts thereof if required to complete the scope of work. Extensions will be based upon a satisfactory review of Contractor's performance. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. City Attorney Approved Version #05.06.08 1 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term will not exceed two hundred and forty-five thousand and seven hundred dollars ($245,700). This amount includes eighteen thousand ($18,000) of travel expenses. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent ( 10%) retention until City has accepted the work and/or Services specified in the Cybershift WFM3G Statement of Work. Payments and incremental payments, if applicable, should be made as outlined in the Cybershift WFM3G Statement of Work. Contractor reserves the right to charge a late payment fee on past due accounts equal to (a) the lesser of 1.5% per month (18%) per annum, or (b) the maximum allowed by law. Accounts are considered past due starting on the 31 st day after the date of the applicable invoice. 6. STATUS OF CONTRACTOR Contractor will perform the 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 services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. City Attorney Approved Version #05.06.08 2 Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, offi.cials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. 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 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 Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply City Attorney Approved Version #05.06.08 3 / separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 Liability. The City will be named as an additional insured on General 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, whichwill be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. City Attorney Approved Version #05.06.08 4 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All City data and reports that are not Work Product,("City Data") as defined below, produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all such City Data, produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. City shall own all of data provided to Contractor and any data included in reports prepared for City using Contractor products. 14. COPYRIGHTS City agrees that in connection with performance of the services, Contractor may develop, write or design improvements or enhancements to the Software (the Enhancements), documentation, training materials, computer media and other tangible work product, and ideas, concepts, know-how and techniques related thereto (collectively, the Work Product). All right, title and interest in and to the Work Product, including all copyrights (and renewals and extensions thereof), patents, trade secret rights, trademarks and other proprietary rights in and to the Work Product in all media and forms of expression and communications now known or later developed, as between Contractor and City, shall be owned exclusively by Contractor. The foregoing shall be effective as to each item created by Contractor as of the moment such item is fixed in a tangible medium whether or not such item is complete. Accordingly, Contractor shall own all works in progress. In the event that City has an executed License or On Demand Agreement with Contractor, then subject to City's payment of all applicable fees and expenses, the Work Product shall be licensed to City pursuant to such License Agreement, unless otherwise agreed in writing by Contractor and City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. City Attorney Approved Version #05.06.08 5 For City: Name: Debbie Porter Title: Sr Management Analyst Department: Human Resources Address: City of Carlsbad 1635 Faraday Avenue Carlsbad, California 92008 Phone No: (760) 602-2441 For Contractor: Name: Robert Farina Title: CEO Address: 600 Parsippany Parsippany NJ, 07054 Phone: No. (973) 364-0480 Road ( 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. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. 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 that the services required by this Agreement. City Attorney Approved Version #05.06.08 6 /'.J 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering ninety (90) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAIN,ST 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 Agreement. For breach or violation of this warranty, City will have the right to annul City Attorney Approved Version #05.06.08 7 ( ) 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. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Except in the case of a change in control, neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, 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 supersede the purchase order and the attachments hereto. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #05.06.08 8 26. PUBLIC DISCLOSURE REQUEST. If City receives a request to disclose any Confidential Information under any Public Information Act, Open Records Act or similar law ("Request"), the City shall immediately notify Contractor and prior to disclosure give Contractor an opportunity to take any protective action it deems appropriate. If Contractor has not responded timely to the Request, as defined by the applicable law for which the Request is made pursuant to, the City may, in its sole discretion and without being in breach of this Agreement, respond to the Request as the City deems appropriate. In the event that Contractor directs the City not to disclose the Confidential Information materials sought pursuant to the Request, Contractor will indemnify City against any losses, including reasonable attorney fees and costs, sustained arising from the non-disclosure of the Confidential Information material requested in the Request. City, in its sole discretion may tender the Request to Contractor for response, including, any and all subsequent legal actions or challenges related to the non-disclosure. 27. EMPLOYEE SOLICITATION Neither Party shall directly, or indirectly through a third party, solicit the services or employment of any employee or agent of the other Party during the Initial Support Period and all Support extension periods (the "Support Term"). For purposes of this Sect~on, the term "employee" means current or former employees of the other Party who were employed by the other Party at any time during the Support Term. This Section shall not prevent an employee of either Party from pursuing or securing opportunities with the other Party on such employee's own initiative. 28. LIMITATION OF LIABILITY Contractor shall not be liable for any expense or damage arising out of any erasure, damage or destruction of files, data or programs. City shall be solely responsible for making backup copies for files, data, and programs. In no event shall Contractor be liable for special, indirect, punitive, exemplary, or consequential damages, including lost profits, revenues or savings, even if Contractor has been advised of the possibility of such damages in advance. In no event shall the Contractor's aggregate liability for damages to City or any third party exceed 4 (four) times the aggregate value of all payments made by the City to Contractor under this agreement. City acknowledges that the limitations on liability in this section are reasonable and that the provisions of this section allocate risks under this Agreement between the Contractor and City and the parties have relied upon the limitations set forth herein in determining whether to enter into this Agreement. The remedies provided to City on this Agreement are exclusive. Ill Ill 9 City Attorney Approved Version #05.06.08 29. AUTHORITY The individuals executing this Agreement 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 this Agreement. (sign here) TlhriA-;f-frG7En_-C ~ (print name/title) ATTEST: --f ct.-ttl-,·..,r@ ~her,,s,,/.,;k, ~ _ (e-mail ~dyress~) **By: J;h_zL,,14t v----~ 'Al)_ ~,:t,. '(signhere) ' \:,~w.wo&f6>'j,~, AiZ,+-fi1f/l-fLJ4Jl?t?Xt-V / City Clerk g04~-----~~• ~ ····~~ -: o-~~j . J~§ -:. -r,·•. • ... ~ ~ -:,. . . ..... -~ ,, . . ',, (print name/title) A-t~o ?::7 erz.. e CYJbe72--s H-:r-Pr. eo ;VJ ,, ' * ,, ,, (e-mail address) ,,,,,,,1111,,,, 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: RONALD R. BALL, City Attorney By:~&i~ ,,- Deputy CityAttrney ~ o~ ... r C?-~- City Attorney Approved Version #05.06.08 10 14 CYBERSHIFT CONFIDENTIAL WFM3G Statement of Work Prepared for Revised 2/22/2010 The information in this proposal shall not be disclosed outside of CITY OF CARLSBAD and shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the proposal, provided that if a contract is awarded to CyberShift as a result of or in connection with the submission of this proposal, CITY OF CARLSBAD shall have the right to duplicate, use, or disclose the information to the extent provided by the contract. This restriction does not limit the right of CITY OF CARLSBAD to use information contained in the proposal if it is obtained from another source without restriction. CARl.SBAD_CYBERSHIFf SOW FINAL 3-12-10 2/11/2010 Page 1 of22 ;s- CYBERSHIFT CONFIDENTIAL Table of Contents I. Revision History .......................................................................................................... 3 II. Project Overview ......................................................................................................... 4 III. Scope Definition .......................................................................................................... 4 IV. Key Assumptions ........................................................................................................ 7 A. Implementation Process ................................................................. .-............................................ 7 B. Implementation Methodology .................................................................................................... 8 C. Interface Assumptions ............................................................................................................... 13 D. Product Extension Assumptions .............................................................................................. 15 E. Data Acquisition Devices (time clocks) ................................................................................... 17 F. Training ........................................................................................................................................ 17 G. Staging, Test, and Production Environments ......................................................................... 17 H. Governance .................................................................................................................................. 18 I. Travel ........................................................................................................................................... 18 J. Project Timeline and Resource Expectations .......................................................................... 19 K. Project Kickoff and follow up ................................................................................................... 19 L. Client Project Team .................................................................................................................... 19 V. Project Services Cost ................................................................................................. 19 Approvals ............................................................................................................................ 21 Appendix A -Attachments .............................................................................................. 22 1. Change Control Overview ........................................................................................................ 22 2. Standard Product Features & Functions Overview ............................................................... 22 3. City of Carlsbad SOW Workbook ............................................................................................ 22 4. Milestone Completion Acknowledgement Form ................................................................... 22 CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 2of22 CYBERSHIFT CONFIDENTIAL I. Revision History DATE REVISION INFORMATION AUTHOR 12/16/09 Initial Draft for internal review Dan Saltzman 12/18/09 Updated to reflect additional scope for 5.04 & 5.05 in SOW Dan Saltzman workbook and payment terms 12/23/09 Updated payment terms (Section V -Paragraph 1, and Dan Saltzman clarified assumptions around clocks (Section IV -Item E) 12/29/09 • Corrected typos identified in SOW review • Incorporated clarifications to wording identified in SOW review • Clarified parallel testing approach in Milestone 5, • Updated TeleStaff interface description • Updated MOU assumption (from California pay rules) • Removed reference to 10% contingency in Pricing Summary Dan Saltzman 12/30/09 • Minor grammatical changes and typographical error Dan Saltzman corrections based on internal review. 2/22/10 3/10/10 • Changed Interface Assumption C-5 to be in-scope and updated description based on conversation with City on 12/30. • Updated Product Extension Assumptions D-14 & D-15 description based on conversation with City on 12/30. • Corrected estimated trip count to 12 trips to align with travel budget. • Updated Section V -Project Services Costs to reflect additional effort in the milestone payments. • Updated SOW Workbook in Appendix A to reflect additional scope for Project interface in line item 5.06 • Revisions based on phone review. • Updated Cost estimate • Clarified IF AS logic • Scope increased from $221,100 to $227,700 to accommodate handling overhead burden in the interface and Financial Notification Task. Dan Saltzman • Corrected total in section V, page 19. Accepted all other Dan Saltzman changes. CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 3 of22 ) CYBERSHIFT CONFIDENTIAL II. Project Overview The objective of this engagement is to provide City of Carlsbad; hereafter referred to as 'Client', with the recommended CyberShift professional services to facilitate the design, configuration and deployment of the WFM3G system. This engagement includes the following: • Configuration of functional capabilities within the base level Time and Attendance system. • Optional Supplemental Services as defined in the Scope Definition section of this document. • Implementation Process & Product Overview Training and System Administration Training. CyberShift will train Client on the configuration of WFM3G in order to assist Client through the design, configuration, and testing phases of the project. CyberShift and Client have agreed that additional implementation support can be made available on a time and materials basis. III. Scope Definition A. Document -This SOW document specifically addresses the activities, deliverables, assumptions, roles and responsibilities assigned to CyberShift and the Client for this project. This Statement of Work (SOW) will be used as the baseline from which any change orders will be issued. See "Change Control Procedure" attachment in Appendix A. B. Base Product Implementation -Unless otherwise noted in the optional supplemental services implementation assumes the implementation of base product configuration as documented in "Standard Product Features & Functions Overview" attachment in Appendix A. C. Core project team (Client) -The Client will provide a core project team capable of accurately articulating, documenting and verifying all pay policies, workflows, and other relevant business requirements. This core project team will lead the implementation effort for the entire project lifecycle. • The Client and CyberShift will complete the design and configuration of the application for all in scope employees. • CyberShift professional services will remain actively involved throughout the duration of the project until the earlier of: a. An Initial User Population (IUP) is using the WFM3G system to record time and process timesheets successfully into the payroll system. With this option, it is assumed the Client will be self-sufficient after the IUP rollout and complete the remainder of the enterprise rollout without active CyberShift involvement. b. A "shot gun" go-live for the entire enterprise. With either of the above options, upon completion of two successful payroll processes, the City of Carlsbad will be transitioned to CyberShift Client Support. Further professional services can be made available on a time and materials basis following the Change Management procedure found later this in document. City of Carlsbad Role Name , .. Comments Product Owner TBD Project Sponsor TBD Project Manager TBD Payroll TBD CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 4 of 22 CYBERSHIFT CONFIDENTIAL City of Carlsbad Role Name Comments• HR TBD User Group Representative TBD IT TBD Trainer TBD D. Project Timeline -The table below outlines the expected project timeline for this engagement. Extensions to the timeline for reasons outside the immediate control of CyberShift could impact the project budget. Any such delays will be escalated which will require a Change Order. Preliminary Timeline High-level Milestones ··Timeframe .. Formal Project kickoff Approximately 5 months after contract signoff Completion of Design Phase 8 weeks after formal project kickoff Completion of Configuration Phase 10 weeks after completion of Design Phase Go-live 9 weeks after completion of Configure Phase Transition to CyberShift Support Services 2 pay cycles after Go-live COMPLETION 33 weeks after formal project kickoff Note: The above timeframes are subject to a mutually agreed to project plan developed by the Client and CyberShift project teams at the formal Project Kickoff. Also, the formal CyberShift project kickoff is expected to commence approximately 5 months after contract signoff to accommodate the coordinated effort of CyberShift and Lawson going live at the same time approximately 12 months from contract signoff. E. Groups included in Scope Groups included in Scope .. Group Uriion{s} # EE's .··•· · #Locations ·l'YPe Full Time 4 700 Part Time 500 Details (approx.) Police 132 FT Hourly Police 8 FT Exempt Management Fire 70 FT Hourly General 334 FT Hourly CMWD 7 FT Hourly Management 125 FT Exempt CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 5 of 22 CYBERSHIFT CONFIDENTIAL Groups included in Scope Group Union(s) 4# EE's tt Locations Type Elected Officials 7 FT Exempt Commissioners 7 FT Exempt F. Estimated Professionals Services Work Breakdown The embedded City of Carlsbad SOW workbook in Appendix A contains a detailed work breakdown of the assumed CyberShift effort by activity. G. Client Specific Requirements Details Requirements not defined in the Client specific requirements in the above professional services estimates are assumed to be covered with the Standard Product Features (as documented in Appendix A. Client specific requirements estimated are the product of brief discussions and due to the high number of unknowns CyberShift recommends that the Client factors in at least a 10-20% contingency to this estimate an all competing estimates to ensure appropriate budget. H. Base Product Configuration Limitations The chart below describes quantity limitations of each parameter within the system included as a part of the Base Product Configuration cost to be configured by CyberShift. CyberShift can configure additional parameters for additional service time. Client will be trained on the configuration of these parameters and will be able to configure additional quantities as necessary. Note: The purpose of the table below is not to identify technical limitations of the CyberShift solution. It is strictly for defining the division of responsibility between the City and CyberShift. For example, it states that the maximum quantity of Cost Centers to be configured by CyberShift is 50. If the City has 70 Cost Centers, then the City will be responsible for configuring the remaining 20. Pay Policies (Shift rule and hour allocations to define unique pay policy groups which include weekly OT, daily OT, grace/rounding, guaranteed hours, etc) Shift Differentials / Premium Zones Cost Centers Positions Per Cost Center Predefined Rotatin Schedules Rosters and Shifts Absence and Bonus Codes Accrual Buckets Accrual Calculation Policies (if Accruals Calculator Implementation is selected) - A policy is the collection of configurable accrual rules using the core accrual calculator for a unique group of employees (e.g., a particular collective bar ainin a reement CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 25 25 50 15 25 25 10 5 Page 6 of 22 CYBERSHIFT CONFIDENTIAL Employee Classifications (Exempt/Non-Exempt/Hourly /Salaried/ etc) 10 Holidays -Three separate schedules 13 User Roles Security Profiles 15 Pay Cycle Groups 3 IV. Key Assumptions The following assumptions were constructed based on analysis of documentation and discussions with the Client. The Professional Services effort estimate herein is based on the above requirements and does not include any other unknown details. Any departure from the requirements will be handled either as an incremental addition to this SOW (pre-contract), or as a formal Change Order to this SOW (post-contract). This SOW Project Document specifically addresses the activities, deliverables, assumptions, roles and responsibilities assigned to CyberShift and the Client. This Statement of Work (SOW) (both as explicitly stated and as intended) will be used as the baseline from which any change orders will be issued. A. Implementation Process The CyberShift implementation methodology is designed to be a repeatable, quality driven and controllable approach to managing this engagement. It is reflected in the structure of the project plan and the tracking of milestones. CyberShift will utilize an implementation team made up of Subject Matter Experts, Implementation Consultants, and Technical Services consultants. The implementation of the WFM3G solution is broken into seven key milestone events, which are categorized below with the estimated duration of each: MILESTONE# IMPLEMENTATION MILESTONE ESTIMATED DURATION 1 Formal Project Launch/Kick-off Week1 2 Discovery / Solution Design Weeks 1-9 3 Configuration Weeks 5-16 4 Test/ Audit Weeks 13-21 5 User Acceptance Testing/ Parallel Testing Weeks 22-25 6 Production Rollout Weeks 26-30 7 Transition to CyberShift Global Support Week31 TOTAL ESTIMATED DURATION 31 WEEKS A project plan will be developed after the Launch/Kick-off phase which will have tasks and timeframes specific to each customer. CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 7 of 22 CYBERSHIFT CONFIDENTIAL Implementation Project Management During the project kickoff, the Client and CyberShift Project Managers will jointly design the project plan to establish the mutually agreed product, timeline and resource requirements. The Client Project Manager will be responsible for maintaining the overall project plan. Both parties will be responsible for their respective adherence to deliverables, communications, milestones and timeline. The CyberShift Portfolio Manager and Project Manger will monitor and track progress of all tasks assigned to CyberShift in weekly status reports and weekly project status update meetings. Implementation Continuity The effort estimates are based on an uninterrupted implementation process. If the Client core team is diverted by other priorities that could lead to potential project delays and/ or slippage, CyberShift will escalate appropriately to the Project Steering Committee with the intent of avoiding any financial impact to the project. However, in the event of significant delays, CyberShift reserves the right to notify the Client Project Manager and reallocate CyberShift project resources. CyberShift will use commercially reasonable best efforts to maintain project resource continuity once the project is restarted. Project Escalations The Client and CyberShift agree that any project related escalation, will be submitted in writing to both the Client and CyberShift project managers. If required, they will escalate to both project sponsors. The Client Project Manager will log the issue and track through resolution. CyberShift and Client 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 Schedule, Fees, or other terms of this Project Guidelines. B. Implementation Methodology CyberShift will provide functional and technical resources, as well as project management expertise for the duration of the project. Our resources will work in conjunction with the Client resources to implement the WFM-3G system. The implementation process consists of 7 defined Milestones, the objectives and deliverables for each milestone is defined below. Upon completion of each milestone event, Client will receive a Milestone Completion Acknowledgement form (example in Appendix A). Upon receipt of an acknowledgement form, the Client has five (5) business days to either signoff on the Milestone or to formally document the specific issues or open items preventing sign-off. If no response is received within 5 business days, the Milestone will be considered accepted and approved by the Client. Client will not unreasonably withhold approval of any Milestone. Milestone 1 -Project Launch/ Kick-Off The CyberShift Implementation team will conduct a formal Sales transition review meeting to ensure a clean hand-off of the customer information gathered during the due diligence portion of the sales process. A planning Kick-Off meeting will be held with the customer (i.e., the core project team) where all project expectations and resource allocations are reviewed and confirmed. The CyberShift CARL.5BAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 8 of22 ( L CYBERSHIFT CONFIDENTIAL Implementation resources during the initial phases include the project manager and implementation consultant. Prior to CyberShift starting the CyberShift implementation project, the City will prepare a Scope Statement deliverable facilitated by the City's project manager (PM). It will define the objectives of the project (including impacts from all of the HCMS vendors), the high-level implementation strategies, overall boundaries of the project, major roles internally, confirmation of the project budget and the like. A draft will be sent to all of the vendors for feedback. Should the Scope Statement change the scope and/ or CyberShift work effort as defined in this SOW, it will be addressed using the change management process as defined in this SOW. The goals of this phase are: • Confirm all expectations and success criteria with project team and stakeholders • Scope Validation (defined as the project schedule, resources, and feature/functions & services for the selected product level per contract) of the project relative to the software and services purchased • Create a high level milestone timeline as preliminary project plan • Secure schedule for requirements gathering. • Communicate pre-requisites for the Discovery phase. • Deliver Provide Product Overview / Data Gathering Training • Prepare an integrated Project Management Plan (PMP) based on the above CyberShift outputs and the related factors for the Lawson implementation as determined by Kinsey & Kinsey (K&K), Velocity and the City. The City will be responsible for completing this PMP deliverable. • Hold a Kick-Off meeting for the overall City summarizing the main points from the Scope Statement and PMP deliverables. The City will prepare a Kick-Off Presentation deliverable in collaboration with CyberShift and K&K. CyberShift will participate if this event occurs during the formal kickoff week. • Following are deliverables that are the joint responsibility of the City and CyberShift: ► Weekly project team meetings. ► Participation in the biweekly Steering Committee status meetings. However, the City's PM will prepare the actual status reports in collaboration with K&K, Velocity and CyberShift. There may be certain times on the project where attendance by the vendors will not be needed (e.g., during the planning phase). Although the vendors are always welcome to attend, it may be more efficient for them to read the published minutes after the fact (to be prepared by the City's PM) in these situations and work on other project tasks instead. ► Maintain the project library with analysis documents, final deliverables, etc. • Following are deliverables that the City will be responsible for throughout the project: ► Maintain the integrated work plan (i.e., includes tasks for the City, K&K, Velocity and CyberShift). ► Execute the Communication Plan. ► Maintain the integrated issue log in collaboration with all vendors. • Client Signoff upon completion of Milestone 1 CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 9of22 CYBERSHIFT CONFIDENTIAL Milestone 2 -Discovery/ Solution Design The CyberShift Implementation team will work with the customer to collect pay rules, shifts, rosters and all other necessary requirements. Upon customer review and sign-off of the business requirements document, the project will progress to the next phase. It is assumed that the requirements for entire enterprise rollout will be defined and documented as a deliverable in Milestone 2. Additions or deletions to the business requirements documents post sign-off are managed through a change control process. These changes may impact the timeline and/or the cost. The goals of this phase are: • As one of the inputs in arriving at the business requirements deliverable (next bullet), the City will be responsible for completing the Current Process Analysis deliverable (via a medium level of detail using flowcharts and bullets of major process deficiencies). The focus will be on the significant and/ or the complex business processes. This deliverable will be substantially done prior to CyberShift starting the project. • Complete the business requirements document (requirements workbook) • Complete a Future State deliverable defining the new business processes which will be based on the above business requirements deliverable. This will be a City responsibility. • Identification of policy issues and recommendations resulting from the Final Future State deliverable above. This will be a City responsibility. • Freeze requirements • Complete test script definitions/requirements • Finalize the project plan • Client Signoff upon completion of Milestone 2 The Client is responsible for requirements gathering and documentation (utilizing CyberShift provided tools and templates), and testing of configured solution. The Client will be provided with the required training and consulting services, as defined. In order to provide the Client a consistent and quality means of capturing requirements and the scenarios used to test the solution, the Client will be provided a Discovery Workbook (MS Excel). The Discovery Workbook will be the official source of requirements for the CyberShift project. Before completion of the Milestone 2 phase, the Client, in collaboration with and under the guidance of CyberShift, will formally document and deliver the signed off comprehensive set of use cases and test scenarios that will be used as the sole objective criteria that both CyberShift and Client will use to validate that the WFM3G system and extensions are configured correctly. Milestone 3 -Configuration This phase consists of activities required to configure the system per the documented specifications. In addition, all reports and interface files are developed. This phase will commence upon appropriate approval of all requirement documents. The goals of this phase are: • Deliver System Administration training • Provide configuration guidance • Complete all configuration per requirements CARI.SBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 10of22 CYBERSHIFT CONFIDENTIAL • Complete all data mapping • Import HR Refresh file • Create Payroll output file • Update Test Scenarios • Data integrity testing • Unittesting • Client Signoff upon completion of Milestone 3 Milestone 4-Test/Audit Testing and audit are critical for a successful implementation. It is important for clients to allocate adequate resource time and focus to the auditing tasks. Executing established, approved test scenarios is the best way to validate that the solution is "working," according to approved requirements. To this end, the Client is required to develop and document the required test scenarios utilizing the Test Script Templates provided and include them in the Requirements Workbook so that the CyberShift Implementation Team and the Client can use them for testing and certifying that the solution is working according to approved requirements. Ultimately, it is the responsibility of the Client project team to run and validate each test script. The goals of this phase are: • To validate the system is configured per the documented requirements • Client review and acceptance of the configuration per approved test scripts and documented requirements • Complete an end user Training Plan deliverable. This will be a City responsibility. Should any of the signed-off requirements change during the implementation or if new requirements are identified later, this should be handled through the standard change management process and also incorporate changes to, or new, test scripts. Testing Process: • Payroll Administrator simulates various scenarios within the WFM3G system using tools and feature/ function provided to test calculations and on-screen display of data. • Employee Test Group Captures Time • Supervisor Testing of Time and Absence Management • Validating accuracy of HR import • Client sign-off on configuration, change requests and pay file (after executing agreed-to test scenarios) • Performance testing will be conducted. This will be a responsibility of the City. • Client Signoff upon completion of Milestone 4 CARl.SBAD_CYBERSHIFI' SOW FINAL 3-12-10 2/11/2010 Page 11 of 22 CYBERSHIFT CONFIDENTIAL Milestone 5 -User Acceptance Testing/ Parallel Testing Typically, User Acceptance Testing and parallel are concurrent events. User Acceptance testing is a structured event facilitated by the Client where various types of users (end-users, time approvers, and administrators) exercise the system from a "Day in the life" perspective. The Client will also be responsible for facilitating a structured Parallel test through two (2) payroll cycles which can be accomplished as follows: • Processing of 100% of all City employee's timecards for an agreed upon pay period. This will be done through the agreed upon timecard screens or other input channels (e.g., time clocks, etc.) on CyberShift. Timecard information will not be simulated in any way on CyberShift to replicate the timecard capturing process. • Running of all related interfaces with Lawson and IF AS. • Process 100% of all personnel actions on Lawson. • Using the timecard information interfaced to Lawson, process a full payroll on Lawson. • Compare the CyberShift interfaced timecard information on Lawson to the IF AS Payroll module (where such reconciliations are plausible given the differences in how time capture will change). • Compare the Lawson payroll results to the results produced by the IF AS Payroll module. • The above steps will be repeated for another Lawson payroll period. This will constitute the second and final parallel test. • Entering prior pay period punches and time transactions into the CyberShift system, then creating a payroll registry and comparing the results (recommended). Client Signoff upon completion of Milestone 5 will conclude this work. Once approvals are obtained, the implementation will move into the Production Rollout Milestone. Milestone 6 -Production Rollout The system is now ready for official use in production mode and the first payroll processing cycle. The CyberShift implementation consultant will support the Client through the second live payroll processing. The goals for this phase are: • Create a detailed Cut-Over plan in collaboration with K&K, Velocity and the City. • Ensure the production environment and database are set up and validated for first use. • An Initial User Population (or the entire enterprise) begins entering and approving time in the CyberShift system as the official system of record. • Transmit data for first payroll • Review results and first live reports • Open items are documented with a resolution plan and timeframe • Customer sign-off on successful payroll • Introduce the customer to the CyberShift Global Support team • Client has facilitated all end-user training • Client Signoff upon completion of Milestone 6 Client is responsible for preparing their organization to go live including: communications, providing end-user training and first level help line support for employees and supervisors. CARLSBAD_CYBERSHIFI SOW FINAL 3-12-10 2/11/2010 Page12of22 ) '·- CYBERSHIFT CONFIDENTIAL The CyberShift implementation team will provide support to the payroll supervisor through the processing of two payroll periods. Client is responsible for coordinating support questions and issues reporting through one point of contact. If there are multiple questions and/ or issues during a short span of time, these shall be compiled into one email/issues list and submitted to the Implementation Consultant (IC) and/ or project manager. The following are NOT included as part of the standard scope: • Implementation Resources available after business hours, weekends, holidays • Direct inquiries to Technical or other internal CyberShift resources unless agreed upon by the Implementation Consultant and CyberShift Project Manager. The CyberShift Implementation Team will support the production rollout (go-live) through two payroll cycles. The Client will then transition to CyberShift Global Support. The Client will be responsible for rolling out the solution to the rest of the organization. Additional support beyond that defined within the scope of this SOW may be provided through the change management process. Milestone 7 -Transition to CyberShift Global Support Once the initial user population has processed two successful live payrolls, they will be transitioned to CyberShift Global Support. The intent of this transition is to provide the appropriate production-level support to the Client, ensuring rapid response to production issues. The CyberShift Implementation Team will stay involved in a support role to our Global Support team to further pursue resolution to specific issues remaining from the Implementation. The goals for this phase are: • Finalize the resolution plan for any open issues. Document and communicate with Global Support and Client. Global Support will be point of contact for transition period until all open issues are resolved. • Obtain customer sign-off on project completion per requirements documents and any change orders. • Final review of success criteria • Process payroll successfully without intervention by implementation resources • The implementation consultant and the Customer Care team will continue to provide proactive support. During this time, the following activities are discussed: • Re-assessment of training opportunities • Any net new, non-payroll critical requirements identified during the go-live and transition phases will be addressed after the transition to Support takes place. • Document and address any final open issues • Client Signoff upon completion of Milestone 7 C. Interface Assumptions 1. Payroll Interface with Lawson -the data exported includes absences, hours worked, rates, unpaid leave, and other information. This data is transmitted to the payroll provider to issue paychecks, invoices, and other financial transactions. The payroll export is intended to be run periodically, usually every two weeks or in sync with your CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 13 of22 CYBERSHIFT CONFIDENTIAL company's payroll cycle. This process can be run manually through the web or through a command line interface. It can also be set up to run automatically using a scheduling program and the command line interface. The Client will use the standard Work Order / Work Order Item functionality in the WFM3G system to capture labor distribution for open Projects and associated Project Tasks. Time charged to projects will be entered into time sheets or imported from TeleStaff. Employees will not charge time to project tasks from the CyberShift time clocks. CyberShift will also develop a Payroll Conversion Utility that will add the Project Time to the Payroll file. CyberShift will not be responsible for restructuring or formatting this output file to accommodate the Lawson import file requirements. 2. HR Refresh Interface with Lawson -will load employee related data information from Lawson. This function operates on the premise that Lawson is the master source of employee information and provides updates to the 3G Workforce Management Suite applications. There is a standard interface format and automated refresh process already in place for this integration process. Note: The estimate in this SOW assumes that the standard CyberShift file layouts will be used. 3. TeleStaff Interface -The Client desires an interface with TeleStaff for the purpose of importing actual timesheet data (actual) from TeleStaff into CyberShift. The actuals will include time card data and exceptions. A mutually agreed upon flat file format will be designed as part of the implementation design. This interface is not expected to transfer schedules from TeleStaff at this time and thus a schedule to actual comparison will not be available for these employees. In order to maintain data integrity TeleStaff will be the system of record for timecard data for these employees and users will be locked from being able to edit timecard data in WFM-3G. Note: The estimate of effort in this SOW assumes only approved actual timesheet data will be interfaced from TeleStaff into CyberShift. The WFM3G interface will update accrual totals based on the interface feed and provide error reports when a configured accrual policy is violated (e.g., PTO exceeds maximum allowed). WFM3G will not be utilized for the purpose of pay rule calculations prior to transmission to Lawson. If the Client decides to leverage the CyberShift system to calculate gross pay for the TeleStaff workforce, then any rule calculation logic required that cannot be accommodated using the configurable rules delivered with the base WFM-3G will need to be addressed using the Change Control process. That determination will be made when all the appropriate constituents meet during Phase II -Discovery/ Solution Design. 4. Hansen Interface -NOT IN SCOPE AT THIS TIME. The Client may desire to integrate WFM3G with the Hansen work management system for the purpose of importing actuals from Hansen to CyberShift. The actuals will include time card data, time worked by work order, and exceptions. A mutually agreed upon flat file format will be designed as part of the implementation design. This interface is not expected to transfer schedules from Hansen at this time and thus a schedule to actual comparison will not be available for these employees. Note: Should Client decide they do want the Hansen interface included, a Change Order will be required. 5. IFAS Financials -The Client will require an interface for the purpose of importing the project codes and activities that employees can charge time against. A mutually agreed upon flat file format will utilized to transfer project information into WFM3G including CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page14of22 CYBERSHIFT CONFIDENTIAL fields for project ID, project name, project activity (task) ID, project activity name, project budget amount ($), project activity budget ($), start dates, close dates, & starting balances ($) for each project and activity. The interface will accommodate adding, revising and closing projects and/ or activities. This flat file interface will be designed to run as a scheduled task that can run continuously or as a once per day import. The budget amount will be utilized by the Financial Notification Task (see Product Extension assumption D-15 below). The project and activity codes interfaced from IFAS to CyberShift will only be allowed on timecards via a look-up. That is, an employee will not be able to enter an erroneous project or task code on their CyberShift timecard. 6. Job Ledger (JL) Budget Checking Interface with IFAS -The Project interface import from IFAS (item 5 above) will be designed to include three (3) indicators of the applicable overhead rates for every interfaced project. Each employee record in the CyberShift system will be configured with an indicator to determine which of the three overhead rates should be applied for that employee. The CyberShift Financial Notification Task (D-15 below) will apply the correct overhead rate associated with each employee for all time charged to a specific project plus other direct cost items captured in CyberShift (e.g., bonuses, call-ins, etc.) when calculating the budget used against an open project. D. Product Extension Assumptions 1. Standard Product Features and Functions -The scope of this engagement is the implementation of the selected WFM-3G standard product functions and features as defined in Appendix A plus the supplemental staffing and production extensions as identified in the SOW workbook. 2. Accrual Calculator -CyberShift will configure up to 5 Accrual policies. A policy is defined as a collection of accrual rules that cover adding entitlements as vested, usage rules, and year-end carryover rules for a common grouping of employees. It does not cover any extension rules that may be required if the Client has complex requirements that cannot be accommodated with the standard Accrual Calculator. CyberShift will also provide up to 8 hours of formal and "over the shoulder" training on the Accrual calculator to enable the Client to configure accrual policies if more than five (5) are required. 3. FMLA Leave and Eligibility Rules -Capabilities are defined in the WFM3G Standard Functions and Features Overview document in Appendix A. 4. Monthly SQL Server Database Extract -CyberShift will provide a copy of the Client data monthly. The file will be placed on a secure FTP site. No more than two generations of the backup will be maintained on the FTP site. 5. Single Sign On (SSO) Support -The system will accommodate the passing of employee header information from a portal or SSO application to authenticate users in the WFM3G system. LDAP or Active Directory integration is not in scope. 6. Data Acquisition Device (DAD) Refresh -Client has determined a DAD Refresh will not be required and consequently, all clocking employees will be able to swipe at any clock. 7. Two-Level Signoff of Timesheets -The Client will require 2 level signoff in some cases. The primary and or level approver must be defined by cost center(s) or by the CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 15 of 22 CYBERSHIFT CONFIDENTIAL supervisory chain of command. This will be accomplished using Work Record User- Defined Fields where the payroll record for a specific day will not be approved for time outside the home cost centers have been approved by both levels. 8. 9/80 Rule with split at noon -This assumes a standard set of repeating 9/80 schedule patterns. CyberShift will provide a scheduled task that will run at the end of a pay period to perform the 9 / 80 split. 9. Flex Days -This is the capability to prevent overtime tomorrow due to reduced hours today. Employee must indicate agreement in a timesheet UDF field. Rule will remove overtime on agreed upon date. 10. Comp Time (Bank overtime hours) -CyberShift will provide rules to enable an authorized user to bank overtime into an accrual bucket. The banking hours will be based on the current pay rate (REG, OT1, OT2, etc.). The banking will require the user to select an OT banking checkbox on the timesheet. 11. Minimum Hours by Day rule and Minimum hours rule while on court time - Additional effort to support of minimum hours while at court, standard functionality provides minimum hours rules by day of week. This rule will be used for other scenarios other then court time. This rule will be configured by job code or some other variable. 12. Average Overtime Calculation -Average O.T. will be calculated using the standard functionality provided through configuration of core rule parameters. 13. MOU -Pay Policy. The City has a MOU (Memorandum of Understanding) that is used to determine pay for the City's workforce. The MOU policies may not exactly match California pay policies. The project budget assumes these MOU pay polices can be configured using the functionality provided through the standard set of rules and configuration options included in the base WFM3G system. 14. Project Tracking -Client will use the standard Work Order (Project)/Work Order Item (Task) functionality to capture time charged to specific project tasks. The IF AS interface (C-5 above) will be used to import project information. Additionally, the creation, editing, & closing of Projects and associated Project tasks can be handled manually by the Client. This includes entering the budgeted labor cost for each task. 15. Financial Notification Task -WFM3G will provide a scheduled Financial Notification task that will produce an output report detailing actual labor costs including appropriate overhead burdens for each project task and compared to the task budget. The report will also summarize the total project budget and total labor costs (based on submitted timesheet data) including applicable overhead burdens for all associated project tasks. The task will also send an E-Mail alert to designated email addresses when a pre-defined project budget threshold is met. Alerts will be sent for a maximum of three thresholds (e.g., 85%, 95% or 100% of the project budget). The Financial Notification Task will also close a project if the calculated actual gross labor cost is greater than or equal to 100% of the project budget. The system will be configured so employees cannot charge time to projects or tasks that have been closed. CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 16 of22 CYBERSHIFT CONFIDENTIAL E. Data Acquisition Devices (time clocks) 1. CyberShift Supported Clocks -Client will use CyberShift supported Data Acquisition Devices (currently assumed to be the ATS Maximus product line) as defined in the CyberShift Equipment Agreement. 2. Clock Server and Integration -CyberShift will establish a clock server within the CyberShift data center to manage clock communications for pushing required data to the clocks and pulling actual punch data from the data acquisition devices. Client will be required to ensure the appropriate network security settings are established to enable the clock server to access to the data acquisition devices attached to the Client's network infrastructure. 3. Clock Wiring and Mounting -Client will be responsible for any required wiring (power and/ or Ethernet) and mounting the Data Acquisition Devices per the instructions provided by CyberShift. 4. Standard Clock Functionality -Standard capability provided with the ATS family of time clocks includes swipe on, swipe off, change cost center/position, lunch on, lunch off, break on, and break off, for valid badge ID's. Clocks will support store and forward capability should network connectivity fail. Other user capabilities may be available at the clock but are not in scope for this agreement. F. Training The following training is included in the scope of this Statement of work: 1. Implementation Process and Product Overview Workshop (24 hours) -to be conducted at a Client facility at project launch for the WMF3G implementation. 2. System Administrator Training Workshop (16 hours) -to be conducted at a Client facility at the start of the Configuration Milestone phase. For the above two training courses, Client will provide an adequate training room or conference room with internet connectivity, a laptop projector with screen, and the sufficient Ethernet (hub or wireless) connections for all participants to log into the WFM3G application. The recommended maximum class size for the Implementation Process and Product Overview Workshop is 12 Client participants. The maximum class size for the System Administrator Workshop is 8 client participants. Client will be responsible for all end-user training and preparation of end user training materials. CyberShift will provide all product manuals (user guide, supervisor guide, administrator guides, etc.) in MS-Word format which the Client can use for user training. G. Staging, Test, and Production Environments Through the duration of the implementation process, CyberShift will maintain three (3) Client accessible environments: Staging, Test, and Production. The Test and Production environments are maintained and governed in accordance with the strict change management guidelines dictated by CyberShift Corporate Security, SAS-70 guidelines, etc. The Staging environment will be maintained outside of this governance process to enable agile development and testing cycles. Clients will perform the vast majority of their acceptance testing in the Staging environment. CyberShift will provide the capability to move and sanitize Client sensitive data from Test or CARl.SBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page17of22 CYBERSHIFT CONFIDENTIAL Production into the Staging environment to ensure the Staging environment testing matches the actual production environment. When software or configuration changes are ready to be promoted from Staging to Test or from Test to Production, the Client and CyberShift must follow the documented procedures (as documented in Appendix A) to ensure compliance with the mandated process controls and security requirements. When a Client has completed their implementation and transitioned to CyberShift Global Support, CyberShift may remove the Staging environment if it is no longer required. H. Governance 1. Implementation Project Management -The Client Project Manager will be responsible for maintaining the overall project plan. Each party will be responsible for their respective responsibilities to assure adherence to deliverables, communications, milestones and timeline. CyberShift will monitor and track progress of all tasks assigned to CyberShift. 2. Procurement -The Client will be responsible for procurement, installation, configuration, and maintenance of all infrastructure components needed to access the CyberShift On Demand center including but not limited to servers, networking equipment, PC's or other data acquisition devices. The Client is responsible for acquiring appropriate licensing for all operating system, database and application components not specifically provided by CyberShift. 3. Escalation -The Client and CyberShift agree that any project related escalation, will be submitted in writing to both the Client and CyberShift. If required, they will escalate to both project sponsors. The Client Project Manager will log the issue and track through resolution. CyberShift and Client 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 Schedule, Fees, or other terms of this Project Guidelines. 4. Deliverable Acceptance Criteria -CyberShift and the Client will outline specific deliverables as acceptance criteria. Upon the completion of the Configuration Phase, the Client will accept or reject the deliverable in writing through e-mail or an acceptance letter. I. Travel CyberShift travel to Client meeting locations will be invoiced to the Client at actual cost, with the exception of meal expenses, which CyberShift will charge at the current standard IRS high/low per diem rate which is applicable for the meeting location (IRS publication 1542). As of October 2009, the low rate which is applicable to most locations is $45 per day and the high rate is $58 per day. CyberShift will not charge for travel time. For airplane travel, CyberShift will use the lowest available, commercial airfares for direct flights or flights with no more than one stop. CyberShift will obtain Client approval before scheduling trips to the Client site. CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 18 of 22 / CYBERSHIFT CONFIDENTIAL J. Project Timeline and Resource Expectations The project budget for the implementation of the WFM-3G system is based on a 30 week implementation process that is coordinated with the implementation process for Lawson. The project goal is a "Shotgun" go-live at the beginning of January 2011. At the project kickoff event, CyberShift will work with the Client to prepare a more detailed project plan that outlines the implementation tasks and work breakdown for all project constituents. Should the project timeline be extended for reasons outside the control of CyberShift or if the Client is unable to meet their expectations for resource commitments and/ or deliverables per the mutually agreed project plan and/ or the terms of this SOW, the issue will be escalated through the project governance process and will be the basis for a change order. K. Project Kickoff and follow up All key project constituents for the CyberShift and Lawson implementation project will participate in a single coordinated kickoff event to introduce all parties and ensure all project and resource requirements are aligned and coordinated. At that time, CyberShift will also make available a Test environment for the Client to use to get familiar with the application and configuration options. However, very little if any WFM3G implementation effort will commence until approximately five months later when the solution design for the Lawson implementation has progressed far enough to begin the WFM3G design process. L. Client Project Team The Client agrees to assign a qualified team that has sufficient availability and expertise to ensure this enterprise implementation engagement will be successful. Specifically, the Client agrees to provide: • A Project Manager responsible for leading the overall implementation process for the Lawson and CyberShift projects. This individual will be responsible for roll up reporting and ensuring coordination of implementation activities. The project manager will have experience successfully leading similar types of large enterprise projects. • The availability of appropriate Client Subject Matter Experts who can effectively articulate pay policies, approval processes, and configuration requirements per the mutually agreed project timeline. • An escalation process that can address and resolve open issues and business decisions (e.g., enforcing best practices) that are specific to the Client internal business processes within 10 business days. V. Project Services Cost The total services cost of this engagement will be fixed at $227,700, provided the mutually agreed scope as defined in this SOW does not change. Client acknowledges that actual effort associated with each milestone may be under or over the estimated budget and that the fixed cost is at the overall project level, not by milestone. Travel will be invoiced separately as incurred. The estimated travel expense is $18,000 (12 person trips at an average cost of $1,500 per trip). CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 19 of 22 CYBERSHIFT CONFIDENTIAL Invoices, Milestone Holdbacks, and Release Terms: CyberShift will invoice services monthly as incurred. The invoice amount, less a 10% holdback, will be payable within 30 days of invoice date. The invoice detail will identify which of the seven implementation milestones each billable activity is associated with. The CyberShift and Client team will prepare a project timeline with a mutually agreed target date for Milestone 6 (Production Rollout), within 30 days from project kickoff and the Client will be invoiced for accrued Holdbacks as follows: • The first time the Client uses the CyberShift system to capture time and process a payroll file, then all accrued holdbacks for Milestones 1 through 5 are due. Holdbacks for Milestones 6 & 7 will be due upon turnover to CyberShift Global Support. • If the actual date for Milestone 6 completion is delayed more than 30 days after the target date, and for reasons outside the control of CyberShift, Client agrees to pay CyberShift for all accrued Holdback amounts for Milestones 1 through 5. Holdbacks for Milestones 6 & 7 will be due upon turnover to CyberShift Global Support. CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 20of 22 CYBERSHIFT CONFIDENTIAL Estimated Milestone Totals ESTIMATED ESTIMATED MILESTONE ESTIMATED MILESTONE MILESTONE # DESCRIPTION EFFORT AMOUNT HOLDBACK HOURS WITH10% AMOUNT HOLDBACK 1 Project Launch/Kick-off 144.00 $21,384.00 $2,376.00 2 Discovery / Solution Design 216.00 $32,076.00 $3,564.00 3 Configuration 616.00 $91,476.00 $10,164.00 4 Test/ Audit 228.00 $33,858.00 $3,762.00 5 User Acceptance Testing/ Parallel 64.00 $9,504.00 $1,056.00 Testing 6 Production Rollout 92.00 $13,662.00 $1,518.00 7 Transition to CyberShift Global 20.00 $2,970.00 $330.00 Support TOTAL 1,380.00 $204,930.00 $22,770.00 Approvals Name: CLAUDE A. LEWIS Title: _c ___ JC-V _________ _ Title: MByor Date:------------~ Date: Ct,p\J, U 1 dDI 0 CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 21 of 22 CYBERSH!FT CONFIDENTIAL Appendix A -Attachments 1. Change Control Overview a '>. /~~;. CyberShift Change :::ontrol Overview. pd1 2. Standard Product Features & Fundions Overview lilf'· 2-'-'"< ~ CyberShift Standard Product Features anc 3. City of Carlsbad SOW Workbook SOW WORKBOOK TTY OF CARLSBAD :; 4. Milestone Completion Acknowledgement Form CYBERSHIFT MILESTONE COMPLF CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 22 of 22 CYBERSHIFT CONFIDENTIAL WFM3G Change Control Procedure CHANGE CONTROL OVERVIEW.DOC 5/6/2009 Page 1 of 3 CYBERSHIFT CONFIDENTIAL Change Control Procedures This procedure will provide a method to monitor and control variances to the original design specification and to define the impact of that change in time, dollars and project objectives. A sample Change Control Form is included below. Identification Reported issues or requested changes generally fall into one of the following categories: 1 . Application malfunction ("bug"} 2. Revision to approved specifications 3. Extensions of existing functionality 4. Core product modification to provide new functionality All 'bug' fixes, to ensure correct operation of the application in accordance with approved specifications, will be identified through these Change Control Procedures and are the responsibility of CyberShift in accordance with the signed CyberShift License Agreement. If not related to contractual requirements as outlined in the Project Guidelines, all other issues will be subjected to these Change Control Procedures for resolution. Responsibility Client and CyberShift will determine who will manage the change control procedures at the beginning of the project (the Project Steering Committee). Procedures Any Project Team member may report an identified issue or change request. All issues will follow these guidelines for resolution: 1. A Change Request Form detailing the issue will be completed and submitted to the CyberShift Project Leader and the Client Project Lead most familiar with the reason for the request or, if site specific, the Managers responsible for the requesting site. 2. The Managers will analyze the change request and take one of the following actions: a. Refer to CyberShift development team as a 'bug' fix. b. Continue with Change Control Procedures by referring to Project Steering Committee. c. Deny the request by mutual agreement. 3. The Project Steering Committee will review the change request and determine, by mutual agreement, if the issue is a contractual requirement or a change to project scope. If the Project Steering Committee is unable to reach mutual agreement on the nature of the issue, the matter will be escalated to the CyberShift and the Client Executive Sponsors. 4. On agreement by the Project Steering Committee that the change request affects project scope, an engagement authorization must be created for required design work, and approved by the Project Steering Committee before proceeding. 5. Resources will be assigned by the Project Steering Committee to: a. Determine scope of the change. b. Determine project impact. c. Recommend action. d. Estimate in days, dollars and project objectives each task associated with the change; this information is to be included in a specification that includes a requirements definition, a conceptual design and a detail design. e. Submit specification(s} and cost estimate(s} to Project Steering Committee for approval. 6. The Project Steering Committee will determine if additional resources are required to affect the change request and ensure their availability. Upon approval, the Project Steering Committee will create an engagement authorization for new tasks, redirect the project team as necessary, schedule appropriate resources, and reflect impact of changes on the project plan. 7. The approved change request will be closed and transferred to the open action item list for status monitoring. CHANGE CONTROL OVERVIEW.DOC 5/6/2009 Page 2 of 3 CYBERSHIFT CONFIDENTIAL Cybeijifff) Project Change Control Form Date: [mm/dd/yyyy] I CyberShift Change Control No: [EB ???] Client Name: [Enter Client Name Here] Project Name: [Enter Project Name Here] Client P.O.#: [Enter P.O.# Here] Client Sponsor: [Enter Client Business Sponsor Here] CyberShift Sponsor: [Enter CyberShift Sponsor Here] Client Contact: [Enter Client Contact Here) CyberShift Contact: [Enter CyberShift Contact Here] Description of Requested Change and Business Justification Description/ Comments: [ ] New Business Requirement [ ] Requirements Omission [Enter description & comments or reference external document ] [ ] Programming Error/Omission [ ] Design Error/Omission [ ] Additional Work Effort [ ] Other Description of Response Requested Next Steps: [Enter desired next step, e.g., Client to accept and approve this change request] Estimated Effort Required to Make Requested Change Analysis & Design Estimate: Configuration Estimate: Deployment Estimate: Total Estimated Effort: Hourly Rate: [Estimated hours) [Estimated hours] [Estimated hours] 0.00 hours [Rate] / Hour [ ] Responsible Analyst: [Enter Name Here] Request Disposition Approved [ ] Rejected Total Estimated Cost: [Enter Rate x Hours] Resources: [Enter required skills sets to complete request)] Terms and Conditions The price and delivery quote provided is based on the specifications detailed above or attached. Any change to the specification will require a re-quote on price and delivery date. The consultants assigned may request additional documentation. Work will be scheduled to commence only upon receipt of an executed copy of this document. The above estimate does not include travel expenses, which will be invoiced separately at actual costs. Payment Terms: Per Contract Authorizations TITLE SIGNATURE (or type name for electronic signature) DATE Client Project Sponsor: CyberShift Project Sponsor: CHANGE CONTROL OVERVIEW.DOC 5/6/2009 Page 3 of 3 WFM3G Standard Features & Functions Overview 4-March 2009 Table of Content BASE PRODUCT IMPLEMENTATION FEATURES AND FUNCTIONS OVERVIEW ..................................... 3 DATA ACQUISITION OVERVIEW ................................................................................................................ 3 WORKFLOW AND APPROVAL OVERVIEW' .................................................................................................. 5 PAY RULES OVERVIEW ............................................................................................................................... 6 ScHEDULING OVERVIEW ............................................................................................................................ 8 ACCRUAL CALCULATOR OVERVIEW ......................................................................................................... 8 REPORTING OVERVIEW .............................................................................................................................. 9 lNTERF ACES AND PAYROLL PROCESSING OVERVIEW ............................................................................. 13 APPENDIX A -OPTIONAL FMLA ELIGIBILITY FUNCTIONALITY ......................................................... 15 APPENDIX B-CANADIAN PROVINCIAL STATUTORY HOLIDAY ELIGIBILITY .................................... 16 Federal Jurisdiction ........................................................................................................................ 17 Alberta ............................................................................................................................................ 18 British Columbia ............................................................................................................................. 18 Manitoba ........................................................................................................................................ 18 New Brunswick .............................................................................................................................. 1 8 Newfoundland ................................................................................................................................ 18 Nunavut .......................................................................................................................................... 18 Nova Scotia .................................................................................................................................... 1 9 Northwest Territories ...................................................................................................................... 19 Ontario ........................................................................................................................................... 19 Prince Edward Island ..................................................................................................................... 1 9 Quebec .......................................................................................................................................... 19 Saskatchewan ................................................................................................................................ 1 9 Yukon Territory .............................................................................................................................. 20 4Z Base Product Implementation Features and Functions Overview The following sections outline the product features and functions included with the base product. The software product itself does not have limitations to capabilities; rather the features included below are intended to be consistent with a low cost and rapid implementation methodology that meets the basic needs of a broad spectrum of client companies. Additional features and functions requested are quoted in the implementation estimates of optional services. Data Acquisition Bad e Readers Barcode, Magnetic stripe, Proximity Badge Readers Biometric Badge Readers Web-clock Duration Timesheets •· The method of data acquisition for each user-type should be identified and the process understood to properly anticipate any necessary process, policy or training changes. All of these options provide the capture of the following transactions: Clock On, Clock Off, Break Off, Break On, Lunch Off, Lunch On, Cost Center/Position Change. Client is responsible to mount, power, and connect clocks to an Ethernet connection and opening the appropriate network ports for the clocks to access the WFM3G a lication. Ethernet onl , modem based clocks not available. These badge mediums are the conventional method of capturing data at a badge reader for everything from basic attendance "On/Off", to labor distribution. The specification for each badge requirement is available from our WFM3Gs re resentative. Biometrics can increase security and eliminate "Buddy Punching" (where one buddy punches the time clock for another buddy who is late, left early, taking a nap, etc.) The model of ATS Biometric reader you will unit is a "finger scanner", which may also be referred to as a fingerprint reader. The finger scanner actually reads beyond the fingerprint and maps the thickness of the layers of live and dead skin on the finger. This is accomplished by using a high frequency signal similar to a bat's sonar. Biometric clocks are not optimal in some businesses or environments due to their nature. Employees who work with their hands or chemicals, such as cleaning solutions, may find a higher biometric scan re·ection rate than in other businesses. The Web-clock is a user friendly time capture screen where employees can quickly and easily report their time by simply clicking on an "ON" or "OFF" button. This type of time entry is well suited for non- sophisticated hourly, non-exempt staff or for locations where a h sical time clock is not ractical. A time entry method where employees (or proxies entering time on behalf of employees) can just enter their TOT AL duration hours worked for a iven da via Definition Comment/Clarification a web-based timesheet. These duration hours can optionally be distributed to various cost account or position codes, or charged to absence time. This type of time entry is well suited for professional salaried, exempt staff where "exception only" time entry is desired. Duration based timesheets provide the ability to enter: • Absence, Work, and Bonus data • Cost Center I Position allocation of time • Hours worked or absent • Short notes per line item (in detail view) • Additional user defined fields (in detail view) Time-pair A time entry method where employees (or proxies Timesheets entering time on behalf of employees) can enter their exact IN and OUT times via a web-based timesheet. Designed after traditional paper-based timesheets, this type of time entry is well suited for slightly more sophisticated or computer literate hourly, non-exempt staff where physical time clocks are either not economically viable or culturally acceptable. It is also available for Supervisors in a more advanced capacity for timesheet edits and approvals. Timesheet based timesheets provide the ability to enter: • Absence, Work, Break, and Bonus data • Timesheets have ability to enter up to five breaks and lunch periods in the detailed view but simplified time entry screens have limitations of a single break. • Cost Center I Position allocation of time (in detailed view) • Start and end time of hours worked or absent • Overtime type (calculated with ability to override by secured user) • Hourly rate (predefined by employee base rate or position rate with ability to override by secured user) • Premium hours and rate (calculated with ability to override by secured user) • Short notes per line item (in detail view) • Additional user defined fields (in detail view) Time-pair If employees will be capturing transactions with a Timesheets with badge reader, these will be transmitted to the time badge readers system where a series of rules will be applied commensurate with your requirements, which will then generate a timesheet. The resulting timesheet will be the "processed" clock data. The actual transactions from the badge reader will always be viewable within the system, but never edit-able. These remain in their Absence Request Entry Scheduled Absence Entry Mass bonus and absence entry Absence Request Approval Timesheet Approval Timesheet Auto- Approval and Exception tracking Definition original form for audit purposes. Employees can be enabled with the ability to submit absence requests through the web-based interface. Absence requests include an absence code, a number of hours OR start and end time, and a reason. In addition to allowing employees to request absences you can provide the ability to schedule absences without approval. This is typically used for a manager to schedule employee absence time. Scheduled absences include an absence code, a number of hours OR start and end time, and a reason. For events like fire drills, team meetings, etc mass data entry screens can be used to insert or remove codes to a group of employee timesheets. Mass entry screens provide the ability to select a bonus or absence code, set the duration OR start and end time, hour type, and a brief reason. •· Submitted absence requests will be routed for approval to the employee's absence approver or alternate as defined in the HR interface. The approver will have access to an absence approval screen which includes the request date/time, absence code, start and end date, start and end time or duration, and the reason. Notifications are sent to the approver upon request and the requestor upon the approver's response to request or expiration of request. Notifications can be sent via email or an internal a lication messa e box. Supervisors (or timesheet approvers) will be provided with a web-based report of their employee's time for the selected date range. The approver will be able to filter and review the exceptions (highlighted). Approval will be accomplished by checking a box next to each day's timesheet per employee after it has been reviewed and/or corrected. Approval can be done in a summarized report or in a daily view. The approval screens include an "A rove All" button. WFM3G includes the business logic to establish baseline schedules and then compare the actual punch transactions to identify exceptions. Any time transactions that are generated that have no exceptions are auto-approved. If employees are configured with the shifts they are to work, their scheduled days off, etc., then WFM3G will reconcile that data to the actual punch data coming from the badge readers or the Web-clock. If shift start/end grace period or rounding is in place, it will consider that as well when determinin if an exce tion has taken Comment/Clarification . 46 Lunch & Break rules Pay-to-schedule Absence Codes Bonus Codes Definition Comment/Clarification place. Any exceptions to what the system expected to happen (i.e. what was scheduled) will be marked as unapproved and will be highlighted in the applicable screens. The system will make this determination by comparing to what was scheduled relative to scheduled shift start and stop times, lunch breaks, overtime, missed punch, etc. •· Time for lunch breaks can optionally be automatically deducted from the timesheet, or captured during the use of a badge reader by the employee as they clock out for, and then back in from their scheduled lunch break. Exceptions to their scheduled lunch break can also be automatically generated if the system is set up with their scheduled lunch breaks. Lunch and breaks can be defined in the employee schedule, which includes a start, and end window for the break and an expected duration. Breaks and lunches outside of the defined boundaries are flagged as exce tions. Pre-established schedules can be established and drive default time worked for scheduled employees under all of the time entry options described above. This is typically done for salaried employees, where the desire is to provide exception-only edit capability, such as enterin a sick or vacation absence. Absence codes can be defined to allow the entry of non-work time onto the timesheet or to request/schedule non-work time. Absence codes can be defined as paid or unpaid, count towards daily overtime, counts towards weekly overtime, and counts towards holiday eligibility. Absence codes are up to 3 characters lus a descri tion. Bonus codes can be used to record miscellaneous pay for expenses, bonuses, or premiums. An unlimited number of bonuses can be applied to the detailed timesheet. Bonus codes applied to the timesheet will automatically calculate the amount or can allow for manual entry. Bonus codes are up to 3 characters plus a description. Bonus code calculation options are as follows: • Rate per hour (requires entry of number of hours and will calculate based on configured rate) • Additional paid hours (requires entry of number of hours and will calculate b em lo ees base Definition Comment/Clarification rate) • Predefined percentage (Pays at percentage of hours for day) • Flat bonus amount Overtime Rules WFM3G provides the ability to configure overtime rules: • Daily overtime (Up to four levels). Daily overtime can be pre/post shift overtime or it can fall after an accumulated number of hours. • Weekly overtime (Up to two levels). Weekly overtime is applied after a threshold of hours is reached in a week. Start of week is configurable. Weekly overtime can be configured to apply at an average weekly rate. The average rate will include the total of the employees base rate, premiums, absences, and bonuses. • Straight time overtime rule is used to apply straight time overtime weekly. • Overtime by a pay period can be configured to apply overtime thresholds by pay period. • Seventh consecutive dav overtime Call In or Guaranteed hours can be defined by weekdays, Guaranteed weekends, and holidays to configure the system to pay Hours Rules a minimum number of hours if a day are recorded as a call in event. For example: if guaranteed hours are defined at 4 hours and an employee works 2 hours and additional 2 hours will be added to the timesheet. Guaranteed hours can also be configured by pay period or by week to fill additional hours worked under a threshold. Rounding Rules Rounding rules can be defined in WFM3G, which includes the ability to define a rounding split and a round multiple for the beginning and end of the shift. Example: The round multiple is 15 minutes and the round split is at 5 minutes.· If the employee clocks on at 8:04 the time will be rounded to 8:00. If the employee clocks on at 8:06 the time will be rounded to 8:15. Grace Rules Grace rules can be defined in WFM3G, which includes the ability to define the paid and unpaid grace at the beginning and end of the shift. Shift differentials Shift differentials/premiums can be assigned to shifts to and premiums automatically apply additional pay to qualifying time worked on the shift. An unlimited number of differentials can be assigned to the shift but only two differentials can apply at a given moment in time for each employee. Differentials can be calculated with the following parameters: • Day of week differential applies to • Start and end time -hours between this 41 Holiday processing Employee pay rates Rosters Shifts Temporary and Permanent Changes Definition window are applied the differential • Applies to regular time • Applies to overtime • Pay by percentage of hours • Pay by rate • Pay by flat amount • Minimum hours worked • Minimum premium • Premium expansion WFM3G can automatically apply public holiday payout time (configurable amount) to employee's timesheets (presuming holidays are defined in WFM3G). Holiday eligibility rules include working the scheduled day before, the scheduled day after, the day of, and date of hire eligibility. See Appendix B for an outline of additional holiday eligibility rules typically used for Canadian Provincial rules. Employee hourly rates will be imported from the HR solution and will include a current and previous rate. Rates can also be assigned to positions and applied to the timesheet based on the position the employee works. I Rosters can be defined in WFM3G and assigned to employees to define a rotational schedule. Rosters are a collection of shifts over a scheduled "week". A scheduled week can be defined as any number of da s u to 168 da s with a reference date. Shifts can be defined in WFM3G to define the start time and end time of a scheduled day. The shift for a day is used to calculate exceptions to the schedule. Shifts include the ability to define: • Start and End Time • Up to 5 Breaks/Lunches with start and end windows and duration • Attach Shift differentials/ remium zones In addition to predefine rotational schedules an authorized user can also reassign the employee to a specific shift. Shift change includes shift number, start and end time, and break/lunch windows. Comment/Clarification Accrual Calculator Overview Accrual Calculator Definition Comment/Clarification The accrual calculator provides the ability to define multiple accrual policies to automatically calculate the accrual balances for your employees. The accrual calculator is used when balances are not beinq imported from another system throuqh the HR Filter reports •· Definition Comment/Clarification interface. The accrual calculator provides the ability to define the following: • Grant of a number of hours per period • Period can be annual (calendar or specific date), monthly, or by pay period. • Grant of hours can be a flat amount of factored by the number of hours worked or another factor assigned to an employee (i.e. 70%). • Grant can be adjusted by length of service • Different grants by accrual type • Carry over to be applied (above rules also aooly to carry over) Standard reports provided with the product which include the ability to filter data by: Hours • Approved vs. Unapproved • Missed Punch • Regular vs. Overtime • Paid Absences (all or by selected list of codes) • Unpaid Absences (all or by selected list of codes) • Bonus codes (all or by selected list of codes) • Holiday work time • Worked time • Banked OT Reports included are: • View Employee Total Hours -View Employee Total Hours provides the total hours worked by an employee as well as the absence hours, overtime, and additional optional fields. Each column of the report can be sorted in ascending or descending order. Each row can also be selected to display the hours that compose the totals displayed. For example, a week's composite view can be expanded in order to view each of the contributing daily hours. With this feature, managers can quickly review the hours of employees and approve timesheets at the macro level. Format: HTML • View Payroll Summary -View Payroll Summary supplies more detail than View Employee Total Hours. It provides managers the ability to drill down through the daily composite pay records and the report, to the line items that comprise each day. From the line item level, managers can make changes to shifts, times, pay-rates, and call-outs. They can also review, comment, and approve time records. In this view, records are color coded: o Black records are approved records (i.e. conform to the pre-defined schedule and have been auto approved or were manually approved) o Red records indicate unapproved records (i.e. did not conform to the pre-defined schedule and have not been auto approved or were not manuall a roved /!· /'7, ?-'" v, / Base reports Definition o Green records show holidays All of the records can be sorted and filtered using the fields available in the upper-right portion of the window. Format: HTML • Timesheets -Filters aooly to timesheets as well as reports. Standard reports included in the base solution without the ability to filters. See below for complete listing of included reports. • Absence Report -The Absence Report provides a history of absences based on the employee and date selection. Absences are displayed in a tabular format indicating the month and the date of each absence. Summary button provides summary of absence time by absence code. Format: HTML • View Accruals -The view accruals report provides the ability to pull up the current accrual balance by employee. • Accrual History Report -The Accrual History Report is used to review the history of transactions to the selected employees accrual balances. Format: PDF • Adjustments Report -The Adjustments Report is used to identify adjustments made to prior periods in the selected date range. The report produces aggregate totals by employee and hour type, as well as grand totals of both. Format: PDF • Calendar with Cost Center Position Report -The Calendar with CCP Report gives supervisors and employees the ability to view their schedule in a calendar format and the function they will be performing during a specified time period. Format: HTML • Calendar with Shift Report -The Calendar with Shift Report offers an alternate view of an employee's schedule and provides the assigned shift, including temporary assignments, shift start and stop times, duration of the shift, vacation days, public holidays, or other time off. Format: HTML • Calendar Worked Report -The Calendar Worked Report provides a historical calendar view of the hours worked by an employee in a calendar report. It also shows absences, days off, and other variations (such as late, left early) of the assigned schedule. Format: HTML • Current Attendance Report -The Current Attendance Report lists the employees who have clocked into the system, providing the clock in time, position, cost center, and if they are still clocked in. In case of an emergency, the report also provides access to the employees' contact information. Format: HTML • Daily Attendance Report -The Daily Attendance Report provides a group's weekly (or any specified period of days) attendance and hours (including hour type). Absences and absence types are included. Format: HTML • Daily Detail Report -The Daily Detail Report gives managers a summary of an employee's day in terms of hours worked, dollars, premiums, bonuses, and other similar types of information. Format: HTML • Employee Earnings Detail Report -The Employee Earnings Detail Report displays employee worked hours, adjustment hours and associated pay. It displays both detail and summary information, by both work code and cost center. Format: PDF • Hours Type Report -The Hours Type Report displays both worked and non- worked hours based on an employee's anticipated schedule for a selected time period. Format: HTML • Leave Balance Report -The Leave Balance Report provides a summary view of each employee's beginning balance, deposits, withdrawals, and Definition ending balance for all appropriate accrual and entitlement categories. Format: PDF • Payroll Report • The Payroll Report gives managers and payroll administrators a quick daily view of hours worked and not worked by employee. Additional payroll views are also available. Format: PDF • Reg vs. OT Report • The Regular vs. Overtime Report provides mangers with a quick summary of the types of hours that employees have worked over a selected time period. Format: HTML • Schedule Report • The Schedule Report gives managers the ability to view a group of employees over a selected week: shifts, positions, days off, and more. Format: PDF • Scheduled Hours Report• The Scheduled Hours Report indicates the hours worked, the assigned shift, along with the cost center and position to which the hours are charged. In addition, unpaid hours (such as lateness) are also provided. This report is always a historical record. Format: HTML • Schedule vs. Worked Report• The Schedule vs. Worked Report provides a view of an employee's schedule for a specified time period on the left and the actual hours worked for that day on the right. This is a quick comparative report for managers and supervisors tracking overtime as well as absences. Format: PDF • Time Pair Report -The Time Pair Report is used by to review timesheets in a read only mode for a specified period. The report provides clocking hours as well as rounded/graced hours against raw punches, missing punches, lateness and other exceptions to the schedule. Format: HTML • Time Worked Report -The Time Worked Report is a summary of the Scheduled Hours Report for a selected period and group. Similar to the Daily Attendance Report, this report does not include absences, but reports only total hours. This provides an easier to read or simpler view. Format: HTML • Vertical Time Pair Report• The Vertical Time Pair Report provides the raw clocking (transaction) data of an employees for a given time period. Format: HTML • View Audit History -The Audit History report displays the raw audit history recorded in the database. This report includes information pertaining to who logged in (including a date & time stamp) and to which module (UWI, Console, and so forth). The report also includes information on changes made to employees' time records. Report includes the ability to filter by multiple criteria. Format: HTML • View Clock Data -View Clock Data displays the raw clocking data recorded in the database for an employee for any selected time period. This data includes changes in cost center and position, work orders and work items, as well as the data acquisition devices or location of the punch. Format: HTML • View Details of Who -View Details of Who provides for the retrieval of basic information about the employee(s) by the manager. The information can include contact information, such as phone number, as well as payroll number, department, and other desired information. It appears in the Dashboard. Format: HTML • California Missed Meals Report -The California Missed Meals report provides information when an employee has missed a break time. The message displayed may vary based on the type of break or worked time that the employee has either missed or exceeded. Typically, a supervisor will run this re ort to view which em lo ees have missed their break times and ma Definition be approaching overtime as a result. For states such as California, employees are required to take their breaks. Report includes: Employee Name, Payroll, Class, Payroll Date, Shift, Code, Start Time, End Time, Hours, and Comment. Format: HTML with sort-able column headers and ability to export to Excel • Clock Data Report -The Clock Data Report provides information on employee clock data. The report indicates the status of the time clock transactions, the employee's payroll ID, the date, time and type of punch. The terminal column lists the IP address of the time clock where the transaction was performed. Format: HTML with sort-able column headers and ability to export to Excel • Employee Badge Report -The Employee Badge Report is used to see employees badge numbers. Information in this report consists of: Name, Badge, Employee ID, Hire Date, Seniority Date, Time Zone, Default Department, Default Center, and Default Position. Format: HTML with sort- able column headers and ability to export to Excel • GHP Payroll Report -The GHP (Guaranteed Hours) Payroll report provides information pertaining to an employee's guaranteed hours pay as well as any worked time. The report includes only OT hours or REG worked hours that are considered Straight Time Overtime hours as well as paid absence hours. The report excludes regular worked hours and unpaid absence hours (report displays the GHP hours in lieu of regular worked hours). Information in this report consists of: Name, Payroll, Hour Type, Code, OT Type, and Hours. Format: HTML with sort-able column headers and ability to export to Excel • Missing Time Report -The Missing Time report gives supervisors the ability to view missed time. 'Missed Time' is considered any days that have worked hours along with an associated absence code (paid or unpaid). Information in this report consists of: PSID, Division, Name, Payroll, Payroll Date, Approved, and Code. Format: HTML with sort-able column headers and ability to export to Excel • Non-Worked Days Report -The Non-Worked Days report offers a visual representation of all employees who have not clocked on for work or, if clocks are not being utilized, who have no worked hours for the day. Typically, supervisors and / or payroll administrators run this report. Information in this report consists of: Name, Payroll, Payroll Date, Department, Approved, Missing Time, and Code. Format: HTML with sort-able column headers and ability to export to Excel • Pay Policy Info Report -The Pay Policy Report is primarily used by Payroll Administrators or System Administrators and provides a current snapshot of an employee's pay policy assignment. Information in this report consists of: Name, Employee ID, Badge#, User ID, Crew, Class, Pay Group, Default Shift Rule, Default Roster, Default Shift, User Group and Time Zone. Format: HTML with sort-able column headers and ability to export to Excel • Payroll Hours By Div-Dept -The Payroll Hours By Div-Dept report lists the employees division / department and identifies whether or not the hours charged to the division/ department were considered overtime. Information in this report consists of: Div-Dept, Name, Hour Type, Code, Pay Type, Hours, and Earnings $. Format: HTML with sort-able column headers and ability to export to Excel • Pa roll Hours B Shift -The Pa roll Hours B Shift re ort rovides a visual Definition Auditing Payroll Process Retro-active payroll adjustments Pay periods Payroll Interface • • of employees' shift assignment as well as the regular, overtime, and double time hours worked for the specified date(s}. Information in this report consists of: Name, Payroll, Shift, REG Hrs, OT Hrs, and OT Hrs. Format: HTML with sort-able column headers and ability to export to Excel Payroll Hours Report • The Payroll Hours report gives supervisors and payroll administrators a summary of an employee's REG, OT, and OT hours including rates. Information in this report consists of: Name, REG Hrs, OT Hrs, OT Hrs, REG $, and OT $. Format: HTML with sort-able column headers and ability to export to Excel Payroll Hours By Shift Vertical Report -The Payroll Hours By Shift Vertical report gives supervisors and payroll administrators a summary of an employee's time for a specified date or date range. Information in this report consists of: Name, Employee ID, Badge, Centre, Shift, Regular, Vacation, OT, Sick, Holiday, PH, BER, Jury, MLG, Other, Total Shift Def, & Hrs. Paid. Format: HTML with sort-able column headers and abilit to ex ort to Excel The application comes with an audit of when batch processes are executed, changes made to timesheets (with who, when and what was changed), log in and log out events, as well as others stem errors and events. Payroll Processing will be executed each pay period by the payroll administrator as follows: 1 } Select the date range and group of employees to execute the payroll process for 2) Execute the process 3} The system generates the export file and a report 4) Upon review of the file and report the submit button is selected 5) System transmits the file and sets the rotect date to track ad·ustments. Changes made to prior pay periods will be recorded as adjustments and included in the payroll process for the week the change was made in. Adjustments will be recorded on all dates prior to a configured "Protect Date". The "Protect Date" will be set as part of the a roll rocess. Pay periods can optionally be defined in WFM3G in order to allow selection of the pay eriod in the calendar. The payroll interface will be used to export time from WFM3G to your payroll solution. Payroll interface generates a flat file and a report of the mapped data. C berShift will rovide a standard Pa roll Definition Comment/Clarification interface file format. Data mapping from the CyberShift provided format to the format of your Payroll solution will be created by the Client or included as an additional cost. HR Interface The HR interface is used to automatically import employee master data from your HR solution daily including: • Employee Name, User Id, Payroll Id, Badge Id • Employee Address • Employee data hierarchy • Pay policy • User Security profile: What the user can see and who the user can see • Accrual balances • Etc CyberShift will provide a standard HR interface file format. Data mapping from your HR solution to this format will be created by the Client or included as an additional cost. Appendix A -Optional FMLA Eligibility Functionality The CyberShift WFM3G system can optionally automate the FMLA management in regards to absence tracking and eligibility, depending on each client's current related business processes. FMLA eligibility functionality is not included as a standard feature and will be listed as an optional service if requested. A full discovery of all requirements, the efficiency of automating each business process step and feasibility of automation is needed to fully understand all related requirements. The following topics are covered: -FMLA Absence Codes -FMLA Global Variables -FMLA State Controls -Employee Information Controls -FMLA Error Messages -Scheduling an Absence -Entering FMLA Absence in Enter Time in Detail FMLA requires covered employers to provide up to 12 weeks of unpaid, job-protected leave to "eligible" employees for certain family and medical reasons. Currently, employees are eligible if they have worked for their employer for at least one year, and for 1,250 hours over the previous 12 months, and if there are at least 50 employees within 75 miles. The FMLA permits employees to take leave on an intermittent basis or to work a reduced schedule under certain circumstances. FMLA eligibility, scheduling absences, and usage tracking is easily accomplished using CyberShift. Global Variables define eligibility, designated codes, and State Level requirements associated with FMLA rules. Employees will be scheduled for appropriate absences where the code as well as some employee information will be used to calculate their eligibility. These absences can be scheduled or they can be entered in the Work Record where in either case, the system will calculate eligibility based on length of service, hours worked, previous hours taken, and scheduled hours. If an employee has not reached a defined threshold, an appropriate error message will be triggered to indicate what level has not been met. Appendix B -Canadian Provincial Statutory Holiday Eligibility Public holidays (statutory holidays) are used in Time Solutions to distinguish holidays from regular work days, for the purpose of determining eligibility for holiday entitlement. Holiday hours entitlement for public holidays is entered on employees' timesheets by any of the following three methods: • Automatically via public holiday processing • Automatically via payroll rules • Manually entered on timesheet When Public Holiday processing is run, rules specific to determining statutory holiday eligibility by Province are automatically invoked. For each Province Time Solutions uses a unique combination of these rules to properly assess eligibility, resulting in an appropriate hours entry on employees' timesheets. The below table lists a description of the six statutory holiday eligibility rules that can be used to determine Provincial statutory holiday eligibility. Field Description Eligibility Rule 1 Date of hire< PH - x (the employee's hire date is at least x days before the statutory holiday.) • where x=30 for Federal Jurisdiction, British Columbia, Newfoundland, Prince Edward Islands, Yukon Territory Eligibility Rule 2 Employed y days (effective date of active class less effective date of terminated class for each active period) iri year before holiday • where y=90 for New Brunswick; y=30 for Nunavut and Northwest Territories Eligibility Rule 3 Paid z days in n days before the holiday • where z=15 for Federal Jurisdiction, British Columbia, Nova Scotia and Prince Edward Islands; z=30 for Alberta • where n=30 for Federal Jurisdiction, British Columbia, Nova Scotia and Prince Edward Islands; n=365 for Alberta Eligibility Rule 4 In 5 of previous 9 weeks worked on the day of the week of the holiday Eligibility Rules Worked the scheduled shift before the holiday (including eligible absence) Eligibility Rule 6 Worked the scheduled shift after the holiday (including eligible absence) In addition, there are 3 entitlement rules that determine how many hours should be inserted on an eligible employees' timesheet for a given statutory holiday. Each Province uses one of these rules to properly calculate statutory hours, once eligibility has been validated. The below table lists a description of the three entitlement rules that can be used to determine how many hours should be inserted on an eligible employees' timesheet for a given statutory holiday. STANDARD PRODUCT FEATURES AND FUNCTIONS OVERVIEW.DOC 5/6/2009 PAGE 16OF 20 Field Description Entitlement Rule 1 Regular day's hours Entitlement Rule 2 (sum from day= PH -f up to PH of hours worked+ ((M)eligible absence Entitlement Rule 3 hours) -((N)OT hours))/# of days paid from day= PH - f upto PH • where f=30 and M=N=l except for Nova Scotia and Federal where M=N=o B * (sum from payroll week - J up to payroll week -1 of hours worked + ((M) eligible absence hours) -((N)OT hours)) • where B= 1/20 and N=l and M= o and J=5 for Manitoba • where B= 1/(#days paid from payroll week-J up to payroll week-1) and N=o and M=o and J=4 for Newfoundland; • where B= 1/(#days paid from payroll week-J up to payroll week -1) and N=o and M=l and J=5 for Northwest Territories; • where B= 1/(#days paid from payroll week-J up to payroll week-1) and N=l and M=1 and J=5 for Ontario; And Vacation is the only eligible absence • where B= 1/20 and N=l and M=o and J=5 for Quebec; • where B= 1/20 and N=1 and M=l and J=s for Saskatchewan; • where B= 1/10 and N=l and M=1 and J=3 for Yukon Territory; The following section will highlight, by Province, the eligibility and entitlement rules that are invoked during Public Holiday processing for each Province. Included in the descriptions of the rules are the values associated with the variables within the equations defined above FEDERAL JURISDICTION The Federal Jurisdiction uses Eligibility Rules 1 and 3, and Entitlement Rule 2. An employee is eligible for the statutory holiday if he/she is hired >30 days AND paid for 15 of 30 days prior to the holiday. The entitlement rule dictates that if the employee is hired >30 days, but has NOT been paid for 15 of 30 days prior to the holiday, then pay 1 /20 of hours in previous 30 days. If the employee is hired >30 days AND has been paid for 15 of 30 days prior to the holiday, then pay "normal" day's hours. STANDARD PRODUCT FEATURES AND FUNCTIONS OVERVIEW .DOC 5/6/2009 PAGE 17OF20 ALBERTA The province of Alberta uses Eligibility Rules 3, 4, 5 and 6 and Entitlement Rule 1. An employee is eligible for the statutory holiday if he/she has worked>= 30 days or shifts in the year before the holiday AND has worked the scheduled shift before and after {including eligible absence) OR during 5 of last 9 weeks the employee worked on the day of the week of the holiday. The entitlement rule dictates paying average hours for the day. BRITISH COLUMBIA The province of British Columbia uses Eligibility Rules 1 and 3, and Entitlement Rule 2. An employee is eligible for the statutory holiday if he/she is hired >30 days AND is paid for 15 of the 30 days prior to the holiday. The entitlement rule dictates paying average hours for the day , which= {hours worked + vacation -OT hours)/# days paid in the 30 days preceding holiday. MANITOBA The province of Manitoba uses Eligibility Rules 5 and 6, and Entitlement Rule 3. An employee is eligible for the statutory holiday if he/she worked the scheduled shift before and after (including eligible absence). The entitlement rule dictates paying 0.05 {hours worked -OT in the 4 weeks immediately before the holiday). NEW BRUNSWICK The province of New Brunswick uses Eligibility Rules 2, 5 and 6, and Entitlement Rule 2. An employee is eligible for the statutory holiday if he/she is employed 90 days in the year before holiday AND worked the scheduled shift before and after {including eligible absence). The entitlement rule dictates paying {hours worked+ eligible absences -OT)/# days paid in the 30 days preceding holiday. NEWFOUNDLAND The province of Newfoundland uses Eligibility Rules 1, 5 and 6, and Entitlement Rule 3. An employee is eligible for the statutory holiday if he/she was hired > 30 days AND worked the scheduled shift before and after {including eligible absence). The entitlement rule dictates paying hours worked/# days worked in the 3 weeks immediately preceding holiday. NUNAVUT The province of Nunavut uses Eligibility Rules 2, 5 and 6, and Entitlement Rule 1. An employee is eligible for the statutory holiday if he/she is not on pregnancy or parental leave AND worked the scheduled shift before and after {including eligible absence) AND is employed 30 days in the 12 months prior to the holiday. The entitlement rule dictates paying Regular's Day Pay. STANDARD PRODUCT FEATURES AND FUNCTIONS OVERVIEW.DOC 5/6/2009 PAGE 18 OF 20 NOVA SCOTIA The province of Nova Scotia uses Eligibility Rules 3, 5 and 6, and Entitlement Rule 2. An employee is eligible for the statutory holiday if paid for 15 of 30 days preceding holiday AND worked the scheduled shift before and after (including eligible absence). The entitlement rule dictates paying (hours worked + eligible absences)/ #days paid in 30 days preceding holiday. NORTHWEST TERRITORIES The province of Northwest Territories uses Eligibility Rules 2 and 5 and Entitlement Rule 3. An employee is eligible for the statutory holiday if he/she is employed 30 days in the 12 months prior to holiday AND worked the scheduled shift before AND not on pregnancy or parental or compassionate leave or court leave >10 days OR on bereavement or sick leave or court leave < =10 days. The entitlement rule dictates paying regular rate of wages for normal hours or (hours worked + eligible absences) / # of days paid for 4 weeks preceding week of holiday. ONTARIO The province of Ontario uses Eligibility Rules 5 and 6 and Entitlement Rule 3. An employee is eligible for the statutory holiday if he/she worked the scheduled shift before and after (including eligible absence). The entitlement rule dictates paying (hours worked + vacation hours -OT)/# days paid in 4 payroll weeks before the holiday week. PRINCE EDWARD ISLAND 1he province of Prince Edward Island uses Eligibility Rules 1, 3, 5 and 6 and Entitlement Rule 2. An employee is eligible for the statutory holiday if he/she is employed 30 days prior to the holiday AND is paid for 15 of the 30 days before the holiday AND worked the scheduled shift before and after (including eligible absence). The entitlement rule dictates paying regular day's pay; hours worked/# days paid over 30 days previous to holiday. QUEBEC l"he province of Quebec uses Eligibility Rules 5 and 6 and Entitlement Rule 3. An employee is eligible for the statutory holiday if he/she worked the scheduled shift before and after (including eligible absence). The entitlement rule dictates paying 1/20(hours worked -OT) in the 4 complete payroll weeks preceding the week of the holiday. SASKATCHEWAN The province of Saskatchewan does not use Eligibility Rules and uses Entitlement Rule 3. The entitlement rule dictates paying 1 /20(hours worked + eligible absences + holiday pay -OT) in four weeks (or entire employment period if less than 4 weeks) preceding holiday. STANDARD PRODUCT FEATURES AND FUNCTIONS OVERVIEW.DOC 5/6/2009 PAGE 190F20 YUKON TERRITORY The province of Yukon Territory uses Eligibility Rules 1, 5 and 6 and Entitlement Rule 3. An employee is eligible for the statutory holiday if he/she is employed 30 days prior to the holiday AND worked the scheduled shift before and after (including eligible absence). The entitlement rule dictates paying regular pay; (hours worked +. eligible absences -OT)/ # days paid in 2 weeks prior to the week in which holiday falls; 0.1 * (hours worked). STANDARD PRODUCT FEATURES AND FUNCTIONS OVERVIEW.DOC 5/6/2009 PAGE 20 OF 20 .. /" .. ~ ... J STRICTLY CONFIDENTIAL ,--------==-------.,..--,:,----,-=-::=--:=c=-==-=------, $165.00 Rate: Training Day Rate: Training HourJy Rate: Implementation Plan Budget $1,320.00 $165.00 Note: All estimntes assume a time & 111nterinls engagement n11d will be invoiced ns incurred. Tltese estimnt.es do 110t include Trnvel Expenses (unless olhenoise noted below). Trnvel Expenses will be i11voicerf sepnmtely nt nct11nl cost. Only items mnrkerl with n11 1X 1 in col1111111 Care i11cl11rferl in tile scope of effort. Optio11nl items (highlighted in bright green) cnn be nrfrfed or removed by nrlding or removing tl,e 1X1 TOTAL PROJECT COST 1.0 BASE PRODUCT IMPLEMENTATION 2.0 ENTERPRISE IMPLEMENTATION SUPPORT OPTIONS 3.0 CLIENT SPECIFIC RULES & WORKFLOW 4.0 CLIENT SPECIFIC REPORTS 5.0 CLIENT SPECIFIC INTERFACES 1.0 BASE PRODUCT IMPLEMENTATION I Base Implementation Support Select? Hours Total 1,380.00 $227,700.00 388.00 $64,020.00 432.00 $71,280.00 176.00 $29,040.00 40.00 $6,600.00 344.00 $56,760.00 Hours Days Rate Total Comments 388 $64,000.00 I 1.01 • Project Kickoff • Product Overview Web Based Training • Gap Analysis and Design • Base Product Configuration • System Admin Web Based Training • Testing Planning and Support • Go Live Support • Project Management (4 Months) • Base Product Functionality (Rules, reports, screens, etc) • Software as a Service • Remote Support • Standard user name/password security model • HR/Payroll Interfaces only utilizing standard CyberShift file formats 2.0 ENTERPRISE IMPLEMENTATION SUPPORT OPTIONS Premium Implementation Support 2.01 2.02 2.03 2.04 2.05 2.06 • Premium Project Management Support Optional Onsite Support X 388 48 $165.00 432 X % 12 $165.00 $64,000.00 $71,280.00 Please see attached Standard "Product Features & Functions Overview" in the SOW for features that are included in the base implementation support. up to 4 Additional Months @24hrs/mo. Required if options are selected from section 3.0, 4.0, or 5.0. This amount assumes all options from 3.0, 4.0, and 5.0 are selected and may be reduced if $15,840.00 less items are selected. Optional Web Based Support Other Premium Implementation Options 3.0 CLIENT SPECIFIC RULES & WORKFLOW 176 $29,040.00 3.01 ,.v, Employees will record In/Out times at the clock but entry of project lime will be through the web based limecard. This requires a rule lo lock limecards from N-Project tracking is curren6y being edit wttil the day is completed. This alao requires a done manually. The addition of project rule lo prevent the employee from changing the start tracldng increases complexity of the time, end time, or break times. This assumes standard NOT project and is recommended as a second screens will be utilized for recording project time. SELECTED ':.r· 8 $165.00 lffll!\1 ohaseitem. 3.03 NOT Note, This can be optionally managed Vacation cannot be used until 6 month anniversarv SELECI:EO , .. 3 $165.00 l>ll1i!i1 -· bv the manaeer. 3.04 9/80 rule with split at noon on Friday. X 40 5 $165.00 $6,600.00 "S.v,i Capability to prevent overtime tomonow due to reduce hoUIS today. Employee bas to indicate agreemenl Rule will remove overtime on agreed Flexdavs X 24 3 $165.00 $.1,960.00 uoon date. 3.06 ...__omp time (Bank overtime hours / all payouts are at the cwrent rate) X 24 3 $165.00 $.1,960.00 "3.w 1Mi:nimum hours by day rule and minimum hours rule while on court time. Additional effort is for support of minimum hours while at court, standard functionality provides minimum hours rules by day of week. This Note: This can be optionally met by an rule will be used for other scenarios other the court authorized user (manager, timekeeper, time. This rule will be configured by job code or some employee) adding a bonus code to the other variable. X 24 3 $165.00 $.1,960.00 timesheet for the additional call out ru:n, 3.08 N--hourlyemployeereaches lOOO NOT Note: This can be optionally met -homawun,,d. SELl!CTIID 40 s $165.00 lafl'lr.i1 t-hrouoh standard rennrts. 3.09 5tandard functionality through o...-..-. 3 10~ ,!lie X INCL\Jl)l!D ABOVB I II onfiour.ation of core rule narameters 'Dliil.yf W,;eldy /i'ili--• o.., -Standard fundionallty through ·-. ' 'JI. tinn of corP, pav ... t...c. ' 0 4.0 CLIENT SPECIFIC REPORTS 40 $6,600.00 0 0 4.04 0 0 ------------------------------+----+--------------------4.05 0 0 ..__ ________________ __.. ____ .__ ______ ,__ __ ,__ __ _._ _________________ __, 5.0 CLIENT SPECIFIC INTERFACES 344 $56,760.00 Assumes use of standard CyberShift interface file formats. 6.0 CLIENT SPECIFIC SCREENS/ MODULES 6.01 6.02 6.03 6.04 6.05 0 0 0 0 0 0 $0.00 0 $165.00 0 $165.00 § 0 $165.00 ~ 0 $165.00 ~ 0 $165.00 ~ 7.0 INTERACTIVE VOICE RESPONSE (IVR) 0 $0.00 ; El: ================================:============~========~====:=~:=~=•~:~l:==========:I ======================== 8.0 MOBILE DEVICES (BLACKBERRY/WINDOWS MOBILE) !El I 0 0 0 0 0 0 0 $165.001 $165.00 $165.00 $0.00 9.0 ADVANCED SCHEDULING SUPPORT O $0.00 I : El:=============================================~========~ ====:=ff:~=•~:~l:==========:I ======================== s CONFIDENTIAL Milestone Completion Acknowledgement Form Per the terms of the Statement of Work, upon completion of each defined milestone deliverable, CyberShift will present <<CLIENT>> with a Deliverable Acknowledgement Completion document. This documentation will serve as formal acknowledgement of completion of specific project milestones. PROJECT NAME: <<CLIENT>> -WFM-3G IMPLEMENTATION 1. ;f:,*OJECI' K~::1.s~ . . MILESTONE EVENT/,DEt~Ri.BtE, Project task Description of Milestone Deliverable numbers from baseline project plan CyberShift has completed milestone #1 as described above and in the Statement of Work. <<CLIENT>> ACKNOWLEDGEMENT: Client Sponsor's name SIGNATURE: ____________________ _ DATE: ______ _ THIS DELIVERABLE ACKNOWLEDGEMENT IS NOT AN INVOICE .. mmfdd/yyyy