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HomeMy WebLinkAbout2010-04-06; City Council; 20180; Approval of Contract for Design, Implementation and Maintenance of Timekeeping System for HCMS Human Capital Management SystemCITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 20.180 4/6/10 HR APPROVAL OF CONTRACT FOR DESIGN, IMPLEMENTATION AND MAINTENANCE OF A TIMEKEEPING SYSTEM FOR THE HUMAN CAPITAL MANAGEMENT SYSTEM (HCMS) DEPT. CITY ATTY CITY MGR. RECOMMENDED ACTION: Adopt Resolution No. 2010-068 approving the agreement with CyberShift, Inc. for the design, implementation and maintenance of a time and attendance system for the Human Capital Management System (HCMS). ITEM EXPLANATION: On January 12, 2010, Council authorized negotiation of contracts with vendors for the purchase and installation of Human Capital Management System (HCMS) software. Research shows that the most effective manner of supporting the payroll and project cost accounting functions within the HCMS is to include a time and attendance system. In accordance with the Carlsbad Municipal Code, Section 3.28.060, a best value evaluation was completed by the purchasing officer. Each contractor's proposal was evaluated against the following criteria: • Cost of Service • Ability to Provide Service • Previous Performance and References • Quality of Service • Responsiveness to Specifications Based on the results of the best value evaluation, the purchasing officer recommends that Council award a contract to Cybershift, Inc. for the time and attendance system. The proposed time and attendance system will provide greater efficiency by automating many of the manual calculations currently performed for the multiple types of pay and tracking of leaves. In addition, City staff currently tracks time charged to various projects on a manual basis and the process for managing project budgets and setting fees is complex and inefficient. The proposed time and attendance system will support automation of timekeeping, management of leave of absences, and project cost accounting. FISCAL IMPACT: The initial fees associated with the implementation of the time and attendance system are not to exceed $245,700. In addition, it is estimated that the City will pay an annual service fee of $50,000 for the time and attendance system. DEPARTMENT CONTACT: Debbie Porter 760-602-2441 debbie.porter@carlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED * D D D CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER -SEE MINUTES D D D D Page 2 The City will also purchase timekeeping equipment for $21,528. The associated estimated annual hardware maintenance fee is $6,200. On January 12, 2010, the City Council authorized staff to transfer funds from the Technology Innovation Fund to the General Capital Construction (GCC) Fund for the HCMS project. Therefore, no new funding is needed for this contract, and subsequent agreement. Ongoing maintenance and support of the system will be funded with savings derived through future eliminated positions City-wide as a result of the efficiency improvements. ENVIRONMENTAL IMPACT: This action does not constitute a project as defined under CEQA (California Environmental Quality Act) pursuant to CEQA regulation 15060c(3). EXHIBITS: 1. Resolution No. 2010-068 2. Agreement for Workforce Management System Implementation Services - Cybershift, Inc. with its Attachment A, Cybershift WFM3G Statement of Work 3. Equipment Sales, Services and Maintenance Agreement Between Cybershift, Inc and Client 4. Cybershift, Inc. On Demand Services Agreement 1 RESOLUTION NO. 2010-068 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT 3 WITH CYBERSHIFT, INC. FOR DESIGN, 4 IMPLEMENTATION AND MAINTENANCE OF A TIMEKEEPING SYSTEM FOR THE HUMAN CAPITAL 5 MANAGEMENT SYSTEM (HCMS) 6 WHEREAS, on January 12, 2010, Council authorized the purchase and 7 installation of a Human Capital Management System (HCMS); and 8 WHEREAS, implementation of the proposed Cybershift, Inc. time and attendance 9 system is necessary to achieve the City's desired outcome regarding payroll, leave 10 management and project cost accounting functions within the HCMS; and 11 WHEREAS, on January 12, 2010, sufficient funds were transferred from the 12 Technology Innovation Fund to the General Capital Construction (GCC) Fund for the HCMS project and, therefore, no new funding is required. 15 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 16 Carlsbad, California, as follows: 17 1. That the above recitations are true and correct. 18 2. That the implementation fees associated with the time and attendance system 19 are not to exceed $245,700 and the estimated annual maintenance and 20 service fees are $50,000. 21 3. That the purchase price of timekeeping equipment is $21,528 and the 23 estimated annual maintenance and service fees are $6,200. 24 4. That the Mayor is hereby authorized to execute a contract between the City of 25 Carlsbad and Cybershift, Inc. for a time and attendance system and 26 timekeeping equipment. 27 // 28 1 2 3 4 5 6 7 g 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 6th day of April. 2010, by the following vote to wit: AYES: Council Members Lewis, Kulchin, Packard and Blackburn. NOES: None. ABSENT: Council Member Hall. ATTEST: LORRAINE (SEAL) AGREEMENT FOR WORKFORCE MANAGEMENT SYSTEM IMPLEMENTATION SERVICES CyberShift, Inc. THIS AGREEMENT is made and entered into as of the U>~m day of , 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 5" 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 31st 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 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, officials, 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-:VN". 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 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 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will 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 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 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 /o 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 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 Agreement. For breach or violation of this warranty, City will have the right to annul City Attorney Approved Version #05.06.08 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 Section, 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. 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. CONTRACTOR ARLSBAD, oft/e.St (print name/title)ATTEST: (print name/title) £4 (e-mail address) UORRAINE WWO City Clerk ''""mm**' 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:. Deputy City Attorney 10 City Attorney Approved Version #05.06.08 A CYBERSHIFT CONFIDENTIAL CyberShitt) 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. CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 1 of 22 I ^ 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 2 of 22 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 workbook and payment terms Dan Saltzman 12/23/09 Updated payment terms (Section V - Paragraph 1, and clarified assumptions around clocks (Section IV - Item E) Dan Saltzman 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 corrections based on internal review. 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 Dan Saltzman 2/22/10 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 3/10/10 Corrected total in section V, page 19. Accepted all other changes. Dan Saltzman CARLSBAD CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 3 of 22 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 Cailsbad Role Product Owner Project Sponsor Project Manager Payroll Name , / TBD TBD TBD TBD Comments ; CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 4 of 22 CYBERSHIFT CONFIDENTIAL City of Carlsbad Role HR User Group Representative IT Trainer Name TBD TBD TBD TBD Comments 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 Formal Project kickoff Completion of Design Phase Completion of Configuration Phase Go-live Transition to CyberShift Support Services COMPLETION Timeframe Approximately 5 months after contract signoff 8 weeks after formal project kickoff 10 weeks after completion of Design Phase 9 weeks after completion of Configure Phase 2 pay cycles after Go-live 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 Full Time Part Time Details Police Police Management Fire General CMWD Management Union(s) 4 * HTs"": 700 500 (approx.) 132 8 70 334 7 125 * locations Type FT Hourly FT Exempt FT Hourly FT Hourly FT Hourly FT Exempt CARLSBAD CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 5 of 22 CYBERSHIFT CONFIDENTIAL Groups included in Scope Group Elected Officials Commissioners Union(s)* EE's • 7 7 f Locations Type FT Exempt 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. Base Implementation Parameter Included 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 Rotating 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 bargaining agreement) Maximum Quantity (Configured by CyberShift) 25 25 50 15 25 25 10 5 CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 6 of 22 CYBERSHIFT CONFIDENTIAL Employee Classifications (Exempt/Non-Exempt/Hourly/Salaried/ etc) Holidays - Three separate schedules User Roles Security Profiles Pay Cycle Groups 10 13 15 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 # 1 2 3 4 5 6 7 IMPLEMENTATION MILESTONE Formal Project Launch/ Kick-off Discovery / Solution Design Configuration Test/ Audit User Acceptance Testing / Parallel Testing Production Rollout Transition to CyberShift Global Support TOTAL ESTIMATED DURATION ESTIMATED DURATION Weekl Weeks 1-9 Weeks 5-16 Weeks 13-21 Weeks 22-25 Weeks 26-30 Week 31 31 WEEKS A project plan will be developed after the Launch/Kick-off phase which will have tasks and timeframes specific to each customer. CARL5BAD_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 CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 8 of 22 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 9 of 22 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 CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 10 of 22 CYBERSHIFT CONFIDENTIAL • Complete all data mapping • Import HR Refresh file • Create Payroll output file • Update Test Scenarios • Data integrity testing • Unit testing • 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 CARLSBAD_CYBERSHIFT 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_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 12 of 22 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 (1C) 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 of 22 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. IF AS 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 Page 14 of 22 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 IF AS 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 Pagel5of22 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 of 22 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 CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 17 of 22 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 Pagel9of22 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 20 of 22 CY8ERSHIFT CONFiDENTiAL Estimated Milestone Totals MILESTONE # 1 2 3 4 5 6 7 DESCRIPTION Project Launch/ Kick-off Discovery / Solution Design Configuration Test/ Audit User Acceptance Testing / Parallel Testing Production Rollout Transition to CyberShift Global Support TOTAL ESTIMATED EFFORT HOURS 144.00 216.00 616.00 228.00 64.00 92.00 20.00 1,380.00 ESTIMATED MILESTONE AMOUNT WITH 10% HOLDBACK $21,384.00 $32,076.00 $91,476.00 $33,858.00 $9,504.00 $13,662.00 $2,970.00 $204,930.00 ESTIMATED MILESTONE HOLDBACK AMOUNT $2,376.00 $3,564.00 $10,164.00 $3,762.00 $1,056.00 $1,518.00 $330.00 $22,770.00 Approvals The Parties hereunto, have executed this Agreement as of the date first set forth below Name:Name: CLAUDE A. LEWIS Title:Title: Mgyor Date:Date:J. If. -201 D CARLSBAD_CYBERSHIFT SOW FINAL 3-12-10 2/11/2010 Page 21 of 22 CYBERSHIFT CONFIDENTIAL Appendix A - Attachments 1. Change Control Overview CyberShift Change Control Overview, pdl 2. Standard Product Features & Functions Overview CyberShift Standard Product Features anc 3. City of Carlsbad SOW Workbook SOW WORKBOOK :m 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 CyberSMtt) 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 Cybefsiiiff) Project Change Control Form Date: [mm/dd/yyyy]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 New Business Requirement Requirements Omission Programming Error/Omission Design Error/Omission Additional Work Effort Other Description / Comments: [Enter description & comments or reference external document ] 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: Total Estimated Cost: [Estimated hours] [Estimated hours] [Estimated hours] 0.00 hours [Rate] / Hour [Enter Rate x Hours] Responsible Analyst: [Enter Name Here] Request Disposition [ ] Approved 1 ] Rejected 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 Client Project Sponsor: CyberShift Project Sponsor: SIGNATURE (or type name for electronic signature)DATE CHANGE CONTROL OVERVIEW.DOC 5/6/2009 Page 3 of 3 D CyberSMtt) WFM3G Standard Features & Functions Overview 4-March 2009 A 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 INTERFACES 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 18 Newfoundland 18 Nunavut 18 Nova Scotia 19 Northwest Territories 19 Ontario 19 Prince Edward Island 19 Quebec 19 Saskatchewan 19 Yukon Territory 20 4n 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 Overview Definition Comment/Clarification Data Acquisition Badge 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 application. Ethernet only, 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 your WFMSGs representative. 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 rejection 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 physical time clock is not practical. A time entry method where employees (or proxies entering time on behalf of employees) can just enter their TOTAL duration hours worked for a given day via Definition 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 / Position allocation of time • Hours worked or absent • Short notes per line item (in detail view) • Additional user defined fields (in detail view) Comment/Clarification Time-pair Timesheets A time entry method where employees (or proxies 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 / 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 Timesheets with badge readers If employees will be capturing transactions with a badge reader, these will be transmitted to the time 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 Definition original form for audit purposes. Comment/Clarification Absence Request Entry 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. Scheduled Absence Entry 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. Mass bonus and absence entry 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. Workflow and Approval Overview Absence Request Approval Definition 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 application message box. Comment/Clarification Timesheet Approval 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 "Approve AH" button. Timesheet Auto- Approval and Exception tracking 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 determining if an exception has taken Definition 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. Comment/Clarification Pay Rules Overview Lunch & Break rules Definition 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 exceptions. Comment/Clarification Pay-to-schedule 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 entering a sick or vacation absence. Absence Codes 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 plus a description. Bonus Codes 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 by employees 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 day overtime Call In or Guaranteed Hours Rules Guaranteed hours can be defined by weekdays, weekends, and holidays to configure the system to pay 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 and premiums Shift differentials/premiums can be assigned to shifts to 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 Definition Comment/Clarification 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 Holiday processing 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 pay rates 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. Schedulinq Overview Rosters Definition 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 days up to 168 days with a reference date. Comment/Clarification Shifts 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/premium zones Temporary and Permanent Changes 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. Accrual Calculator Overview Accrual Calculator Definition 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 being imported from another system through the HR Comment/Clarification Definition 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 apply to carry over) Comment/Clarification Reporting Overview Definition Filter reports 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 manually approved) 43 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 apply to timesheets as well as reports. Base 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 COP 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 report to view which employees have missed their break times and may 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 Payroll Hours By Shift • The Payroll Hours By Shift report provides a visual Definition 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 Mrs, OT Mrs, and DT 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 DT hours including rates. Information in this report consists of: Name, REG Hrs, OT Hrs, DT 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 ability to export to Excel Interfaces and Payroll Processing Overview Auditing Definition 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 other system errors and events. Comment/Clarification Payroll Process 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 protect date to track adjustments. Retro-active payroll adjustments 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 payroll process. Pay periods Pay periods can optionally be defined in WFM3G in order to allow selection of the pay period in the calendar. Payroll Interface 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. CyberShift will provide a standard Payroll Definition 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. Comment/Clarification 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 Eligibility Rule 2 Date of hire< PH - x (the employee's hire date is at least x days before the statutory holiday.) • where x=so for Federal Jurisdiction, British Columbia, Newfoundland, Prince Edward Islands, Yukon Territory Employed y days (effective date of active class less effective date of terminated class for each active period) in year before holiday • where y=9O for New Brunswick ; y=3O for Nunavut and Northwest Territories Eligibility Rule 3 Paid z days in n days before the holiday • where 2=15 for Federal Jurisdiction, British Columbia, Nova Scotia and Prince Edward Islands; 2=30 for Alberta • where n=30 for Federal Jurisdiction, British Columbia, Nova Scotia and Prince Edward Islands; n=s6s for Alberta Eligibility Rule 4 Eligibility Rule 5 Eligibility Rule 6 In 5 of previous 9 weeks worked on the day of the week of the holiday Worked the scheduled shift before the holiday (including eligible absence) 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 16 OF 20 '6s? Field Description Entitlement Rule 1 Entitlement Rule 2 Entitlement Rule 3 Regular day's hours (sum from day= PH - f up to PH of hours worked + ((M)eligible absence hours) - ((N)OT hours))/ # of days paid from day= PH - f up to PH • where f=30 and M=N=i except for Nova Scotia and Federal where M=N=o B * (sum from payroll week - J up to payroll week -i of hours worked + ((M) eligible absence hours) - ((N)OT hours)) • where B= 1/20 and N=i and M= o and J=5 for Manitoba • where B= i/(#days paid from payroll week - J up to payroll week -i) and N=o and M=o and J=4 for Newfoundland; • where B= i/(#days paid from payroll week - J up to payroll week -i) and N=o and M=i and J=5 for Northwest Territories; • where B= i/(#days paid from payroll week - J up to payroll week -i) and N=i and M=i and J=5 for Ontario; And Vacation is the only eligible absence • where B= 1/20 and N=i and M=o and J=5 for Quebec; • where B= 1/20 and N=i and M=i and J=5 for Saskatchewan; • where B= 1/10 and N=i and M=i 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 17 OF 20 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 5/6/2009 PAGE 18 OF 20 AND FUNCTIONS OVERVIEW.DOC 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 The 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 The 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 5/6/2009 PAGE 19 OF 20 AND FUNCTIONS OVERVIEW.DOC 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 STRICTLY CONFIDENTIAL Rate: Training Day Rate: Training Hourly Rate: $165.00 $1,320.00 $165.00 Implementation Plan Budget Note: All estimates assume a time & materials engagement and will be invoiced as incurred. Tliese estimates do not include Travel Expenses (unless otherwise noted below). Travel Expenses will be invoiced separately at actual cost. Only items marked with an 'X' in column C are included in tte scope of effort. Optional items (highlighted in bright green) can be added or removed by adding or removing the 'X' 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 (-, 0 cur INTLR .BHRRY/-. •ORT Hours 1,380.00 388.00 432.00 176.00 40.00 344.00 Hours Days Total ^^^^^^^^^^^^^^^^^^H$227,700.00 $64,020.00 $71,280.00 $29,040.00 $6,600.00 $56,760.00 i 1.00 Rate Total Comments 1.0 BASE PRODUCT IMPLEMENTATION Select?388 $64,000.00 Base Implementation Support C 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 CyberShif t file formats X 388 48 $165.00 $64,000.00 • Please see attached Standard "Product Features & Functions Overview" in the SOW for features that are included in the base implementation support. 2.0 ENTERPRISE IMPLEMENTATION SUPPORT OPTIONS 432 $71,280.00 Premium Implementation Support • Premium Project Management Support Optional Onsite Support • Optional Onsite Project Kickoff & Product Overview Training • Optional Onsite System Admin Training • Optional Onsite Design Support • Optional Onsite Configuration Support • Optional Onsite Test Planning & Support X X X X X X 96 96 16 40 40 40 12 12 2 5 5 5 $165.00 $165.00 $165.00 $165.00 $165.00 $165.00 $15,840.00 $15,840.00 $2,640.00 $6,600.00 $6,600.00 $6,600.00 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 less items are selected. Strongly recommended if options are selected from section 3.0, 4.0, or 5.0 Strongly recommended if options are selected from section 3.0, 4.0, or 5.0 Strongly recommended if options are selected from section 3.0, 4.0, or 5.0 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.111 • Optional Onsite Go Live Support • Additional On Site Training Optional Web Based Support • Optional End User Remote Web Based Training • Additional Web Based Training Other Premium Implementation Options | 1 f " • Accruals Calculator Configuration Support • FMLA & Leave Eligibility Rules Configuration Support • Monthly SQL Server Database Extract from SaaS Environment (Includes One Time Set up Fee) • Single Sign On Setup Support • DAD Refresh X NOT SELECTED NOT SELECTED NOT SELECTED X X X X NOT SELECTED 24 0 0 0 24 24 8 24 3 0 0 0 3 3 1 3 5 $165.00 $165.00 $165.00 $165.00 $165.00 $165.00 $165.00 $165.00 $165.00 " $3,960.00 $3,960.00 $3,960.00 $1,320.00 $3,960.00 Strongly recommended if options are selected from section 3.0, 4.0, or 5.0 Minimum 2 days. Minimum 2 Hour Sessions Minimum 2 Hour Sessions Effort to support configuration of standard accrual calculator functionality. Support for configuration of up to 10 policies. CyberShift will deliver a SQL Database Extract at the end of each month. Select only if you wish to limit employee access to specific clocks 2.12 2.13 2.15 3.0 CLIENT SPECIFIC RULES & WORKFLOW 3.01 Two level sign off process when employee works for another supervisor. Employee working for another supervisor will be recorded by a cost center change. The cost center will be linked to an alternate supervisor. 176 $29,040.00 Note: This can be managed with the standard single level approval process with reports for the second level to X 64 $165.00 $10,560.00 review._J 3.02 3.04 3.05 3.06 3.07 3.08 3.09 3.10 Employees will record In/ Out times at the clock but entry of project time will be through the web based timecard. This requires a rule to lock timecards from edit until the day is completed. This also requires a rule to prevent the employee from changing the start time, end time, or break times. This assumes standard screens will be utilized for recording project time. Vacation cannot be used until 6 month anniversary 9/80 rule with split at noon on Friday. Flex days Comp time (Bank overtime hours / all payouts are at the current rate) Minimum 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 rule will be used for other scenarios other the court time. This rule will be configured by job code or some other variable. Notification when hourly employee reaches 1000 lifetime hours worked. Average Overtime by pay period rule California Daily / Weekly / 7th Consecutive Day NOT SELECTED NOT SELECTED X X X X NOT SELECTED X X 40 24 24 24 8 3 5 3 3 3 5 $165.00 $165.00 $165.00 $165.00 $165.00 $165.00 $165.00 INCLUDED ABOVE INCLUDED ABOVE $6,600.00 $3,960.00 $3,960.00 $3,960.00 Note: Project tracking is currently being done manually. The addition of project tracking increases complexity of the project and is recommended as a second phase item. Note: This can be optionally managed manually by the manager. Capability to prevent overtime tomorrow due to reduce hours today. Employee has to indicate agreement. Rule will remove overtime on agreed upon date. Note: This can be optionally met by an authorized user (manager, timekeeper, employee) adding a bonus code to the timesheet for the additional call out pay. Note: This can be optionally met through standard reports. Standard functionality through configuration of core rule parameters Standard functionality through configuration of core pay rules. 3.11 y pay, special assignment pay, bilingual pay This and other percentage and flat amounts can be applied manually to the timecard via the addition of a code. 3.12 3.13 Out of class pay INCLUDED ABOVE Standard functionality through position changes. Please see attached Standard "Product Features & Functions Overview" in the SOW for other features that are included as standard functionality. Above features are only features discussed during the implementation planning session. 4.0 CLIENT SPECIFIC REPORTS INCLUDED ABOVE 40 _i $6,600.00 Client specific project tracking report 40 $165.00 $6,600.00 Note: Project tracking is currently being done manually. The addition of project tracking increases complexity of the project and is recommended as a second phase item. 4.02 4.03 4.04 4.05 $165.00 $165.00 $165.00 $165.00 5.0 5.01 5.02 5.03 5.04 CLIENT SPECIFIC INTERFACES 344 $56,760.00 Lawson (HR/ Payroll) Telestaff Hansen P^-fc^ X X Not Selected X 120 120 80 0 15 15 10 $165.00 $165.00 $165.00 $165.00 $19,800.00 $13,200.00 Assumes use of standard CyberShif t interface file formats. Import of actuals (time & exceptions) Import of actuals (time, exceptions, and work order time) Note: This is a Payroll conversion utility to include the project actual data in the payrol 1 interface file. Added based on 12/17 conversation. 5.05 5.06 6.0 6.01 6.02 6.03 6.04 6.05 7.0 7.01 7.02 7.03 8.0 8.01 8.02 8.03 9.0 9.01 9.02 9.03 Financiak - Notification rule upon approaching budget threshold Project and Task Import interface CLIENT SPECIFIC SCREENS /MODULES X X 44 100 0 0 0 0 0 0 5.5 12.5 — $165.00 $165.00 $7,260.00 $16,500.00 Added based on 12/17 conversation. 2/22 Added logic to calculate burden in task. Added based on 12/30 conversation. Imports adds, revises, and closes to projects and activities. 2/22 Added logic to capture burden amounts and track against projects $0.00 0 0 0 0 0 $165.00 $165.00 $165.00 $165.00 $165.00 INTERACTIVE VOICE RESPONSE (IVR) 0 $0.00 0 0 0 0 0 0 $165.00 $165.00 $165.00 MOBILE DEVICES (BLACKBERRY/WINDOWS MOBILE) 0 $0.00 0 0 0 0 0 0 $165.00 $165.00 $165.00 ADVANCED SCHEDULING SUPPORT 0 $0.00 0 0 0 0 0 0 $165.00 $165.00 $165.00 CONFIDENTIAL CyberShift 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 MILESTONE f PROJECT PLAN MILESTONE EVENT/ DELIVERABLE TASK* 1.Project task Description of Milestone Deliverable numbers from baseline project plan ACCEPTANCE AUTHORITY Client Sponsor's name COMLETION DATE min/dd/yyyy CyberShift has completed milestone #1 as described above and in the Statement of Work. «CLIENT» ACKNOWLEDGEMENT: SIGNATURE:DATE: THIS DELIVERABLE ACKNOWLEDGEMENT is NOT AN INVOICE.. EQUIPMENT SALES, SERVICES AND MAINTENANCE AGREEMENT BETWEEN CYBERSHIFT, INC. AND CLIENT This Agreement and Exhibits annexed hereto (collectively, the "Agreement") dated M \[f (2010, (the "Effective Date") is between CyberShift, Inc., a New York Corporation with its principal place of business located at 600 Parsippany Road, Parsippany, NJ 07054 U.S.A. ("CyberShift") and Client, whose name, principal place of business, and jurisdiction of incorporation are set forth below (each, a "Party" and, collectively, the "Parties"). In consideration of the mutual obligations assumed under this Agreement, CyberShift and Client agree to the terms and conditions attached to this Agreement and represent that this Agreement is executed by duly authorized representatives. IN WITNESS WHEREOF, the Parties hereunto, intending to be legally bound, have executed this Agreement as of the date first set forth above. CITY OF CARLSBAD By: Name: Title: Date: Claude A. Lewi <? Mavor Principal Place of Business: Jurisdiction of Incorporation or Organization Carlsbad, California City of Carlsbad, a municipal corporation of tbe State of California 1. DELIVERY 1.1 CyberShift, Inc. ("CyberShift") shall deliver to Client. ("Client") all equipment listed in Exhibit A in accordance with a delivery schedule that is mutually agreed to by CyberShift and the Client. 1.2 CyberShift shall not be liable for any delay in the production, delivery or supervision of installation of any of the equipment covered hereby if such delay shall be due to any cause whatsoever beyond the reasonable control of CyberShift including, without limitation, fire, strike, lockout, dispute with workmen, earthquake, flood, hurricane, accident, delay in transportation, shortage of fuel, inability to obtain material, embargo, or demand of any governmental or war activity. In the event of any delay for cause beyond the reasonable control of CyberShift, the performance of this contract by CyberShift shall be extended for a period equal to the time lost by reason of the delay. 2. TAXES 2.1 . Prices quoted in Exhibit A exclude sales taxes which will be added to invoice. 3. INSTALLATION AND OPERATING EXPENSES 3.1 Prior to the shipment of the equipment to Client's premises, Client shall at its expense prepare its premises for installation of the equipment and shall provide all necessary space, cable troughs, special cables, conduits, fittings and the like, along with all CyberShift, Inc.Page 1 of 6 3/12/10 electrical, mechanical and water services required for installation of the equipment. 3.2 If required by Client, CyberShift shall supervise, during its normal working hours, the placement and unpacking of equipment it furnished and shall install that equipment. If local law, union agreement, precludes installation by CyberShift personnel or otherwise, CyberShift shall supervise the installation and the Client shall bear costs of such supervision. 3.3 All supplies for use with the equipment are to be provided at Client's expense and are to meet specifications set forth by CyberShift. CyberShift agrees to sell to Client at CyberShift's prices then prevailing such supplies and spare parts, as it shall have available for sale and which may be suitable for use on or in connection with the equipment. 3.4 Pre-approved, reasonable costs for travel and accommodations for CyberShift's personnel, or its agents, to and from Client's site, during periods of installation and/or training shall be reimbursed to CyberShift, by Client. 4. TERMS OF PAYMENT AND TITLE 4.1 The equipment and associated installation, training and maintenance fees are described in Exhibit A. The installation and training services will be billed on a time and materials basis as incurred 4.2 The equipment purchased and associated maintenance shall be invoiced to a single corporate office upon delivery and shall be due and payable 30 days after delivery. CyberShift shall not be required to collect invoices from multiple ship-to locations. 4.3 The installation services and out of pocket travel costs shall be due and payable 30 days after invoice date. The maintenance services shall be invoiced after the expiration of the 90-day Warranty Period and shall be due and payable 30 days after date of invoice. 4.4. Title to each item of equipment purchased hereunder shall remain vested in CyberShift until the full purchase price hereof shall have been paid. In the event that the purchase price is not paid when due, CyberShift retains and reserves a security interest in each unit of the equipment sold hereunder until the full amount due (including the purchase price and any other charges payable to CyberShift) is paid to CyberShift 5. WARRANTY 5.1 CyberShift warrants that Client shall acquire good and clear title to the equipment being purchased by Client hereunder, free and clear of all liens and encumbrances. CyberShift warrants that the equipment for a period of ninety (90) days following installation. After the 90-day warranty period Client shall purchase Maintenance Services as specified in Exhibit 10. 5.2 Other than as expressly provided herein the equipment and the services provided hereunder are provided "new". 6. RISK OF LOSS 6.1 Should any loss, damage or injury result to said equipment, from any cause whatsoever not attributable to CyberShift, while in possession of Client or Client's agents, such loss, damage or injury shall not relieve Client from the obligation to pay for the same according to the terms of this Agreement. 7. INFRINGEMENT-CyberShift agrees to indemnify and hold Client harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, (collectively "Claims") that the equipment infringe any patent, process, method, trade secret or device, and the infringement by CyberShift or its suppliers in the creation of the equipment of any copyright, trademark or trade name provided, however, that Client shall give prompt written notice to CyberShift of the assertion of any such Claim and provided further that CyberShift shall have the right to select counsel and control the defense and settlement thereof, subject to the right of the Client to participate in such action or to proceed at its own expense with counsel of its own choosing. The foregoing states the entire obligations of CyberShift with respect to infringement of proprietary or intellectual property rights of third parties. 8. TRAINING AND SUPPORT SERVICES 8.1 CyberShift shall provide to Client training and support services as generally available for the type of equipment ordered under this Agreement as specified in Exhibit A. 9.MAINTENANCE TERM 9.1 The Maintenance Term of this Agreement shall commence at the end of the 90-day warranty period and extend for 12 months, (the period between these two dates is referred to as the "Initial Term"). Thereafter, the term of this Agreement shall automatically be renewed for successive twelve (12) month terms ("Renewal Periods"), unless written notice of its intention not to renew is first provided by either party at least sixty (60) days prior to the expiration date, in each succeeding year. 10. MAINTENANCE SERVICE AVAILABILITY 10.1 CyberShift will provide (a) standard maintenance service Monday through Friday during the hours of SAM to 6 PM EST exclusive of CyberShift, Inc.'s recognized holidays. This maintenance service includes: (a) Basic Service and (b) Equipment Repair and Replacement service. 10 (a) BASIC SERVICE Basic service is telephone support service and includes Client having access to CyberShift Help Desk for purposes of answering inquiries concerning the performance of the equipment and interface software and the and to clarify any documentation that is either insufficient or unclear. CyberShift, Inc.Page 2 of 6 3/12/10 10 (b) EQUIPMENT REPAIR OR REPLACEMENT SERVIC and EQUIPMENT INTERFACE SOFTWARE In addition to the Basic Service should the equipment and interface software not operate substantially in conformance with the specifications in all material respects, CyberShift will repair the equipment or interface at no additional charge to Client or will provide remedial maintenance or replacement of Equipment to fix the Equipment or interface. Client shall contact CyberShift and agree whether the equipment should be sent to CyberShift or repaired on site at Client's premises. If Client determines to send the equipment to CyberShift for repairs, Client shall request a Return Authorization prior to delivery of Equipment to CyberShift. If Client requires CyberShift to repair the equipment or interface on Client premises, Client shall reimburse CyberShift reasonable costs for travel and accommodations for CyberShift's personnel, or its agents, to and from Client's site. Following any necessary repairs or replacement, CyberShift shall return the Equipment to the Client's designated location. Client shall pay costs of delivery to CyberShift and CyberShift shall pay cost of return delivery to and from Client. 11. CHANGES IN MAINTENANCE CHARGES 11.1 Specified charges are those currently in effect and are subject to change upon sixty (60) days prior written notice to Client by CyberShift. If charges are changed, Client may, on the effective date of such change, terminate this Agreement or withdraw from service any item of equipment affected by delivering written notice to CyberShift, prior to the effective date of such change. Otherwise, the change shall become effective upon the date specified in the notice. If Client elects standard service and then requests service outside CyberShift's normal business hours, such service, if available, will be furnished with CyberShift's per-call hourly rates and terms then in effect. 12. DEFAULT 12.1 Excepting any amount in dispute between the parties, if Client does not pay any amounts due hereunder, or breaches any terms of the Agreement, CyberShift, Inc. may, in addition to any other legal remedies it may have, either refuse to service the equipment/software or furnish service only on a per- cal! basis. Client also agrees to pay CyberShift, Inc.'s costs and expenses of collection, including reasonable attorney's fees as permitted by law. 13. EXCLUSIONS 13.1 In addition to the exclusions discussed above, CyberShift, Inc.'s maintenance service provided hereunder does not include: (a) electrical work external to the equipment or maintenance of accessories, attachments or other devices not authorized by CyberShift. (b) service required due to failure caused by supply items that do not meet CyberShift's specifications; (c) repair of damage or increase in service time resulting from accident, transportation, neglect, misuse, lightning, failure or fluctuation of electrical power, air conditioning or humidity control, telephone equipment or communication line failure, or causes other than ordinary use; (d) any service with respect to Client altered software or firmware, or any repair of any damage to equipment caused by software or firmware, including improper programming unless provided for in this Agreement; (e) programming and software support unless provided for in the product License and Support Agreement or Professional Services Agreement, (f) furnishing of disc packs, magnetic tapes or cassette, formal tapes, batteries, drums or cartridges for laser printers, bands for band printers, supplies or accessories, painting or refinishing or furnishing material thereof, making specification changes or performing services connected with relation of equipment or adding or removing of accessories, attachments or other devices; (g) such service which is impractical for CyberShift service personnel to render because of alterations in the equipment or connection thereof by mechanical or electrical means to another machine or device; (h) equipment located in an unsuitable place of installation or an unsafe or hazardous environment, as reasonably determined by CyberShift; (i) Client requested systems engineering services, programming and operations procedures of any sort not covered by this Agreement; and (j) normal operator functions. 14. ACCESS TO EQUIPMENT 14.1 CyberShift, Inc. will have access to the equipment to provide service thereon at a time and manner approved by the Client. If persons other than CyberShift, Inc. representatives shall perform maintenance, or repair a full unit of equipment, and as a result further repair by CyberShift, Inc. is required, such repairs will be made at CyberShift's applicable time and materials rates and terms then in effect. 15. ADDITIONAL EQUIPMENT and RETURNS 15.1 Additional items of equipment shall be made subject to this Agreement upon execution, (by a duly authorized representative of the Client and acceptance thereof by a duly authorized representative of CyberShift, Inc.), maintenance addendum form ("Maintenance Addendum") that states the location of the additional items of equipment, model type, serial number, effective date of the commencement of maintenance service and total charges for such equipment. Equipment can be returned in exchange for a restocking charge of 15% of the total value of any returned item, provided said returned item is in its original packaging and has not been opened or used. 16. RESPONSIBILITY FOR DATA PROTECTION 16.1 Client acknowledges that it is it's sole responsibility, at all times, including specifically during all Client service functions performed by CyberShift to protect the computer system database, files and software from all possible losses, including, by way of illustration, power failures, hardware failures, software problems, external influences, and inadvertent mistakes such as operator error, or any other cause by maintaining copies, through the use of verified CyberShift, Inc.Page 3 of 6 3/12/10 daily file saves, or such other methods of protection as may be available for the computer system database, files and software. 17. LIMITATION OF LIABILITY 17.1 In the event any unit of equipment or software is damaged through the fault of CyberShift (or its agents), CyberShift will, at its option, repair or replace the damaged unit. If property of Client is damaged, through the fault of CyberShift (or its agents), CyberShift's liability for such damage will be limited to the actual cost of replacement or repair, at CyberShift's option, of the damaged property. CyberShift's entire liability in contract, tort or otherwise, arising out of this agreement, shall in no case exceed the total amount paid by Client under this EQUIPMENT SALES, SERVICES AND MAINTENANCE AGREEMENT. Further, and without in any way limiting the generality of the foregoing, CyberShift and its authorized representatives shall not in any case be liable for loss of profits, loss of business, lost savings or other economical loss or damage of any kind or nature whatsoever. Client agrees that CyberShift will not be liable for any lost profits, special, incidental or consequential damages or for any claims or demand against Client by another party, even if CyberShift has been advised of the possibility of such damages. This clause sets out the entire liability or action by Client irrespective of the nature of cause by action underlying the same, whether under contract law or in tort, and whether arising from a breach of warranty or condition, or a fundamental term of fundamental breach or breaches, or negligence, or otherwise. The provisions hereof shall survive the termination of this agreement. CyberShift makes no express or implied warranties, except as expressly stated in this agreement, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No action, regardless of form, arising out of this Agreement may be brought by the Client more than one (1) year after the facts giving rise to the cause of action have occurred, regardless of whether those facts by that time are known to, or reasonably ought to have been discovered by Client. 18. GENERAL 18.1 This Agreement is not assignable without the prior written consent of the other party, which shall not be unreasonably withheld. 18.2 Paragraphs 2 and 18 shall survive termination of this Agreement. 18.3 In the event of an Issue or other dispute (each, a "Dispute") between the Parties in connection with the performance of this Agreement, the responsible Service Managers representing each Party will negotiate in good faith to attempt to resolve such Dispute in accordance with this Section 14. If such Service Managers do not resolve the Dispute within thirty (30) days from the commencement of such discussions, then senior executives designated by each Party will meet and attempt in good faith to reach resolution. Such senior executives shall have at least sixty (60) days from the expiration of the previous thirty (30) day period to resolve the Dispute. The Parties must complete the foregoing dispute resolution process before serving written notice on the other Party alleging a material breach of this Agreement. This Agreement shall be construed and enforced in accordance with the laws of New Jersey, U.S.A. Except for equitable proceedings arising pursuant to this Agreement which may be commenced by CYBERSHIFT in any court of competent jurisdiction, any and all disputes arising hereunder shall be resolved exclusively in the courts of New Jersey, U.S.A. and the parties hereby consent to the exclusive personal and subject matter jurisdiction thereof. 18.3 CLIENT REPRESENTS THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CLIENT FURTHER AGREES THAT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THAT THIS AGREEMENT SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, ALL PREVIOUS NEGOTIATIONS, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF 19.NOTICES 19.1 Any notices required by this Agreement to be served on CyberShift or Client shall be deemed effective if delivered by U.S. Postal Service certified mail delivery or nationally recognized express courier service on the date delivered to the company and shall be addressed to the following: Robert Farina CEO CyberShift, Inc. 600 Parsippany Road Parsippany, NJ 07054 And to Client at: Debbie Porter City of Carlsbad Human Resources Department 1635 Faraday Ave Carlsbad CA 92008 CyberShift, Inc.Page 4 of 6 3/12/10 EXHIBIT A Equipment/Service Data Collection Devices and Interface Software Discount on Initial order Net price, initial order Transformers Total Installation and Training & Supervision Maintenance Repair and Replacement Service Model ATS Maximus- MXS2000/07 with HID Proximity ATS Maximus- MXS2000/07 with HID Proximity ATS Maximus- MXS2000/07 with HID Proximity See SOW Model ATS Maximus- MXS2000/07 with HID Proximity Units 23 23 23 23 Units 23 Unit Price $1,795 ($895) $900 $36 Rate per year 15% of list price Total Price $41,285 ($20,585) $20,700 $828 $21,528 Total Annual Price $6192.75 Notes: Prices stated above exclude freight and taxes. The equipment purchased and associated maintenance shall be invoiced to a single corporate office upon delivery and shall be due and payable 30 days after delivery. CyberShift shall not be required to collect invoices from multiple ship-to locations. Increase in maintenance are limited to 3%, 4% annually for the first two maintenance renewals and 5% annually thereafter. Discount applies only to initial order. CyberShift, Inc.Page 5 of 6 3/12/10 72, CytterShm) EXHIBITS CyberShift, Inc. Customer Billing Information for Accounts Receivable Department Customer Name: Debbie Porter Billing Address Line 1: City of Carlsbad Human Resources Department Billing Address Line 2: 1635 Faraday Ave City/State/Zip: Carlsbad CA 92008 Main Phone Number: 760-602-2441 Contact Person Name: see above Phone Number: ___________ Fax Number: Email Address: Accounts Payable Manager: _n/a_ Phone Number: Fax Number: Email Address: Controller: _n/a Phone Number: Fax Number: Email Address: CFO: _n/a Phone Number: Fax Number: Email Address: CyberShift, Inc. Page 6 of 6 3/12/10 CyberShift, Inc. ON DEMAND SERVICES AGREEMENT I I i This On Demand Services Agreement and Exhibits annexed hereto (collectively, the "Agreement") dated T ([l/QD|0 , (the "Effective Date") is between CyberShift, Inc., a New York corporation with its principal place of business located at 600 Parsippany Road, Parsippany, New Jersey, 07054 U.S.A. ("Company") and Client, whose name, principal place of business, and jurisdiction of incorporation are set forth below (each, a "Party" and, collectively, the "Parties"). In consideration of the mutual obligations assumed under this Agreement, Company and Client agree to the terms and conditions attached to this Agreement and represent that this Agreement is executed by duly authorized representatives. IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement as of the date first set forth above. o CyberSKift, Inc. // BV: M7?v?Y<r Name:Name: Claude A. LevJq Title: Date: Title: Mayor Date: 4 | Ipf'SO/H Principal Place of Business Carlsbad. California Jurisdiction of Incorporation or Organization City of Carlsbad, a municipal corporation of tbe State of 13460/1 03/12/2010 10612581.6 Confidential to the Parties Named in This Agreement 1. Definitions 1.7 1.1 "Claim" has the meaning set forth in Section 7.1. 1.8 1.2 "Client Affiliate" means an entity, directly or indirectly controlling, controlled by, or under common control with Client, for so long as 1.9 such control or common control exists. For purposes of this defined term, "control" means ownership of more than fifty percent (50%) of the voting securities or other voting interests of such entity. 1.10 1.3 "Client Data" means all data provided by Client to Company in connection with the On Demand Services including any Personally 1.11 Identifiable Information. For purposes of this definition, "Personally Identifiable Information" means any piece of 1.12 information which can be used to uniquely identify, contact, or locate a single person, or can be used with other sources to uniquely identify a single person. 1.4 "Company Products" means the Software and Documentation, together with the ideas, methodologies, and methods of operation, processes, know-how, aesthetic aspects, sub-systems, modules, the graphical user interfaces, and the "look and feel" thereof. 1.5 "Documentation" means documentation relating to the Services that Company generally provides to its customers. "Internal Use" means use of the Services by Client for its own internal business purposes. "Monthly Service Fee" means the monthly fee for On Demand Services and Support set forth in Exhibit A. "On Demand Services" means the work force management services and/or the expense management services provided by Company to Client as set forth in Exhibit A. "Service Fees" means the Set-Up Fee, other one-time service fees, and the Monthly Service Fee set forth in Exhibit A. "Services" means On Demand Services and Support. "Set-Up Fee" means the fee for setting up the On Demand Services and Support as set forth in Exhibit A. 1.13 "Software" means certain software program(s) owned by Company that are used to provide the Services to Client including, without limitation, any modifications, enhancements, derivative works, improvements and new versions of the Software. 1.14 "Support" means the support and maintenance services provided by Company to Client in accordance with this Agreement. 1.6 "Intellectual Property" or "Intellectual Property Rights" means all inventions and/or works and any and all rights under United States and/or foreign patents, trade secrets, know-how, copyrights, and other 2. industrial or intangible property rights of a similar nature; all rights pursuant to grants 2.1 and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions and continuations-in-part of such applications; and all rights under corrections, reissues, patents of addition, extensions and renewals of any such grant, registration and/or right. -2- 1.15 "Taxes" means any sales, use, excise, value-added, withholding taxes or other taxes based upon this Agreement, excluding taxes based on Company's net income. On Demand Services Subject to payment of the Service Fees and all other terms and conditions of this Agreement, Company (i) hereby grants to Client a temporary, personal, non-exclusive, and non-transferable license to access the Company Products hosted by Company via the Internet solely for the purpose of using the On Demand Services for Internal Use, and (ii) shall provide the On Demand Services and Support to Client in accordance with the availability and performance standards set forth in Exhibit B. The On Demand Services are limited by the Number of Active Records set forth in Exhibit A. Client Affiliates are eligible to use the Services, Confidential to the Parties Named in This Agreement provided that Client is responsible to Company for compliance by the Client Affiliates with this Agreement including, without limitation, payment of applicable 3.2 Service Fees. 2.2 Client will ensure that any use of the On Demand Services and Support is in accordance with this Agreement. Company 4. is not responsible for Client's network connections or for conditions or problems arising from or related to Client's network 4.1 connection (e.g., bandwidth issues, excessive latency, network outages), or caused by the Internet. 2.3 In connection with the Services, Client shall not (i) distribute or disclose the Company Products and/or Services, (ii) permit any third party to access or use the Company Products and/or Services, (iii) permit any unauthorized personnel of Client or a third party to use, access or "hack" the Company Product and/or Services, (iv) use the Company Products and/or Services in any 4.2 manner not documented or intended pursuant to this Agreement including, but not limited to, providing any outsourcing, service bureau or other services or on-line offerings to third parties, (v) fail to follow instructions contained in the applicable Documentation by, for example, using the Services in a public or internal forum with the user id or password exposed to unauthorized personnel, (vi) input or load any illegal, or illegally obtained, data or information, viruses or Trojan horses, or (vii) otherwise disrupt the Services in any manner including, but not limited to, conducting load testing on a production system without authorization. 3. Payment 3.1 Client shall pay Company the Services Fees in accordance with Exhibit A. The Service Fees are due and payable thirty (30) days from the date of the applicable invoice. Any payment not made when due hereunder shall 4.3 be subject to a finance charge in the amount of one and one-half percent (1.5%) for each month or part of a month that payment is overdue, but not greater than the highest rate of interest allowed by applicable law. If any invoice remains unpaid for a sixty (60) day period Company may, at its sole discretion, suspend Services until the account is brought -3- current and require additional deposit monies prior to reactivation of the Services. Taxes may be excluded from invoices if Client provides Company with a valid direct pay or other certificate exempting Client from the payment of taxes on the Services. Term and Termination The Term of the Agreement shall commence as of the Effective Date. Billing for the Monthly Service fee shall commence after the start date set forth in Exhibit A and continue for three years("lnitial Term") unless terminated earlier. At the end of the Initial Term, the Agreement shall automatically renew for successive one-year terms unless or until either party provides the other party with written notice of non-renewal at least ninety (90) days prior to the end of the then current term Either Party may terminate this Agreement upon written notice if the other Party (i) ceases doing business and its business is not continued by another corporation or entity that has agreed to assume such Party's obligations in writing; (ii) files for or becomes a Party to any involuntary bankruptcy, receivership, or similar proceeding, and such proceeding is not dismissed within ninety (90) calendar days after filing; (iii) makes an assignment for the benefit of creditors, (iv) fails to perform a material obligation under this Agreement, which failure to perform continues for a period of thirty (30) days after such Party's receipt of written notice thereof, or (v) makes an assignment in violation of this Agreement. If Client seeks to terminate this Agreement for any reason not set forth in this Section 4.2, then the Minimum Monthly Service Fees applicable to the Initial Term of three years shall immediately become due and payable to Company. Within fifteen (15) days after expiration or termination of this Agreement (i) Client shall pay Company all Services Fees and other sums due and owing on the effective date of termination or expiration, and (ii) each Party shall (a) return to the other Party all tangible forms of such Confidential Information that the receiving Party has acquired from the other Party, (b) use all reasonable efforts to destroy all copies of all materials that Confidential to the Parties Named in This Agreement 76, incorporate or reflect such Confidential 5.2 Information, and (c) certify to the disclosing Party that such materials have been either returned or destroyed. If applicable, Company will retain the IP addresses or address blocks assigned to Client by Company. 4.4 Notwithstanding the foregoing, in the event of any dispute (each, a "Dispute") between the Parties in connection with the performance of this Agreement, the responsible managers that represent each Party will negotiate in good faith to attempt to resolve such Dispute 5.3 in accordance with this Section 4. If such managers do not resolve the Dispute within thirty (30) days from the commencement of such discussions, then senior executives 6. designated by each Party will meet and attempt in good faith to reach resolution. 6.1 Such senior executives shall have at least sixty (60) days from the expiration of the previous thirty (30) day period to resolve the Dispute. Except as set forth in Section 11.4, the Parties must complete the foregoing dispute resolution process before serving written notice on the other Party alleging a material breach of this Agreement. 4.5 City may terminate agreement for convenience with ninety (90) days notice to Company. However, service fees are based on a three year commitment and if Client seeks to terminate this Agreement for any reason not set forth in Section 4.2, then the 6.2 Minimum Monthly Service Fees applicable to the Initial Term of three years shall immediately become due and payable to Company 5. Ownership 5.1 Company is and shall remain the sole and exclusive owner of all right, title, and interest in and to the (i) Company Products, (ii) all Intellectual Property Rights in and to the Company Products, and (iii) any and all modifications, enhancements, revisions, new versions, improvements and derivative works of the Company Products and the Intellectual 6.3 Property Rights. Client shall have no right, title or interest in the Company Products or the Intellectual Property Rights therein except for the limited, non-exclusive license granted in Section 2. -4- As between Company and Client, all Client Data is and shall remain the exclusive property of Client. At the expense of Client, Company shall promptly retrieve and deliver to Client a copy of the Client Data (or such portions as may be specified by Client), under Company's control or in its possession, in an industry standard format and on the media as agreed by the Parties, at any time upon Client's request. Company shall not withhold any Client Data except as may be required by applicable law. Neither Party shall have any rights to any domain name, internet addresses or related registrations of the other Party. Confidentiality Each Party agrees that all non-public information that it learns or gains from the other Party which was not known by the other Party without restriction prior to entering into this Agreement, regardless of the form in which such information may be contained or communicated, is the exclusive, confidential and proprietary information of the disclosing Party ("Confidential Information"). For the avoidance of doubt, the Company Products and the Company Intellectual Property are included in the Company Confidential Information and the Client Data is included in the Client Information. Except as required by applicable law, the term "Confidential Information" shall not include information that (i) is independently developed or conceived by the receiving Party, as demonstrated by the receiving Party's written records, without reference to the disclosing Party's Confidential Information, (ii) is already known by the receiving Party at the time of disclosure, as demonstrated by the receiving Party's written records, and with respect to which the receiving Party has no obligation of confidentiality, (iii) is or falls into the public domain without fault or omission of the receiving Party. Each Party will protect the Confidential Information of the other Party against unauthorized use or disclosure using a standard of care no less than used to protect its own similar, confidential or proprietary information, but in no event less than reasonable care. The receiving Party shall Confidential to the Parties Named in This Agreement not disclose Confidential Information without obtaining the prior written consent of the disclosing Party, unless required otherwise by a court order or other legal process, or disclosed to, or at the request of, regulators, government auditors and examiners. The Parties will only use Confidential Information of the other Party for the purpose of 6.6 performing or utilizing the Services under this Agreement and will restrict disclosure of such Confidential Information solely to those of its employees, agents, and subcontractors with a need to know such Confidential Information for the purpose of performing or utilizing such Services, and who are bound by confidentiality obligations no less strict than this Section 6. Each Party is responsible for compliance by its employees, agents and subcontractors with the terms of this Agreement. . 6.4 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 6.7 notify Company and prior to disclosure give Company an opportunity to take any protective action it deems appropriate. If Company 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 Company directs the City not to disclose the Confidential Information materials sought pursuant to the Request, Company will 7. indemnify City against any losses, including reasonable attorney fees and costs, 7.1 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 Company for response, including, any and all subsequent legal actions or challenges related to the non-disclosure. 6.5 To the extent applicable, each Party shall comply with all United States and international laws governing or relating to privacy and the handling of Personally Identifiable Information. Client hereby represents and warrants that it is legally authorized by individual consent or otherwise to provide the Client Data to Company for purposes of this Agreement. Client is solely responsible for obtaining legally compliant consent permitting Company to use and/or process any Personally Identifiable Information pursuant to this Agreement. If and to the extent that Company is engaged by Client to process any Client Data that is governed by the European Union ^EU) data protection law, the Parties agree that Client shall be the "data controller" and the Company shall be the "data processor" as such terms are understood under such laws. In addition, if any country where Services are to be rendered under the Agreement has or enacts a data protection-related law that requires the execution of a data export or other supplemental agreement in order to process Client Data and/or export Client Data outside of such country, then Client shall be solely responsible for obtaining any such agreement at its expense. Client alone is responsible for the content of all transmissions accessing the On Demand Services provided under this Agreement. Client will comply with all relevant laws of the U.S., Canada, and any and all other applicable jurisdictions governing cross- border transmissions of encrypted data, and the control and processing of private and personal data by (a) obtaining all requisite export authorizations or licenses and (b) registering with the applicable data protection authorities Infringement Company shall, at its expense, defend any third party suit or claim against Client alleging that the Company Products infringe a validly issued U.S. patent, copyright, trademark or trade secret right (each, a "Claim"), and indemnify Client for any final judgment of damages and costs awarded against Client. Company's obligations hereunder are conditioned upon Client (i) notifying Company of the Claim in writing within ten (10) days after Client receives notice thereof; (11) granting Company sole authority to defend or settle the Claim; (iii) providing Company with all data, information and materials in Client's control concerning the Claim; and (iv) reasonably assisting Company with defense of the Claim. -5- Confidential to the Parties Named in This Agreement 7.2 If any Company Products become, or in Company's reasonable opinion are likely to become, the subject of a Claim, the Company may, at its option and expense, (a) obtain the right for Client to continue using the Company Products in accordance with this Agreement, or (b) replace or modify the Company Products so that they are non- infringing. 7.3 Company shall have no liability to Client under this Section 7 to the extent any Claim is based upon the use of the Company Products and/or Services: (a) in combination, operation or use with any product not furnished by Company; (b) in a modified state not authorized by Company; or (c) in a manner other than as specified in the Documentation. The foregoing states the entire liability of Company for any infringement or misappropriation by the Company Products, the Services, or the Intellectual Property Rights therein. 8. Support 8.1 During the Term, provided that Client has paid the applicable Service Fee, Company shall provide Support as set forth in this Section 8. 8.2 Company will use commercially reasonable efforts, commensurate with the severity of the error as set forth in Exhibit C, to correct any malfunction, defect or non-conformity in the operation of the Software from the Documentation that adversely affects the Services (each, a "Defect"). Client shall report Defects to Company, but Company shall only be obligated to provide Support if Client also submits all reasonable information, documentation and assistance to the Company necessary to enable replication of the reported Defect. A maximum of four (4) named persons (as indicated on the help line access list provided from time-to-time by Client to Company) trained on the use and operation of the Company Products and the Services shall have the right to access the Company help line to request Support. 8.3 Support does not include professional services requested by Client, which are available pursuant to a separate professional services agreement. 9. Warranties. 9.1 Company warrants the Company Products will perform substantially in accordance with the Documentation. The Client's exclusive remedies for breach of this warranty are: (a) the Client may request Support from Company, and (b) if the Support requested by the Client does not enable the Company Products to comply with this warranty, within a reasonable period of time, the Client may seek direct damages for the affected Company Products subject to the limitations in Section 10. Company shall not be liable to remedy any claimed breach of this Warranty that arises due to the acts or omissions of the Client or any third party. 9.2 THE EXPRESS LIMITED WARRANTIES IN THIS SECTION 9 ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS REGARDING THE COMPANY PRODUCTS AND THE SERVICES, EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. 10. Limitations of Liability 10.1 IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT, CLIENT AFFILIATES OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 10.2 EXCEPT FOR LIABILITY ARISING UNDER SECTION 7, IN NO EVENT SHALL COMPANY'S LIABILITY FOR DAMAGES TO CLIENT, CLIENT AFFILIATES OR THIRD PARTIES EXCEED, IN THE AGGREGATE, THE SERVICE FEES PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION ARISES. 10.3 CLIENT ACKNOWLEDGES THAT THE LIMITATIONS ON LIABILITY IN THIS SECTION 10 ARE REASONABLE AND THAT THE PROVISIONS OF THIS SECTION 10 ALLOCATE THE RISKS -6- Confidential to the Parties Named in This Agreement UNDER THIS AGREEMENT BETWEEN COMPANY, CLIENT AND CLIENT AFFILIATES AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. THE REMEDIES PROVIDED TO CLIENT AND CLIENT AFFILIATES IN THIS AGREEMENT ARE EXCLUSIVE. 11. Miscellaneous 11.1 Client shall not assign this Agreement without Company's prior written consent which shall not be unreasonably withheld, delayed or conditioned. Any attempted assignment in contravention of this Section 11.1 shall be null and void. 11.2 No term or provision of this Agreement shall be deemed waived and no breach shall be deemed excused, unless such waiver is in writing and signed by the Party claimed to have waived. 11.3 This Agreement shall be governed by the laws of the State of California, U.S.A. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to this Agreement. Except as set forth in Section 11.4, any and all disputes arising hereunder shall be resolved exclusively by courts located in the State of California, U.S.A. and the parties consent to the exclusive jurisdiction thereof. 11.4 Client acknowledges and agrees that a breach or threatened breach of any of the terms and conditions of this Agreement related to Company Confidential Information or Intellectual Property Rights would cause Company irreparable harm not compensable in monetary damages and, accordingly, Company is, in addition to all other remedies available under this Agreement, at law or in equity, entitled to immediate injunctive relief in any court of competent jurisdiction without the necessity of posting a bond or other security and Client agrees to not object to such application for relief. 11.5 Company is providing the Company Products and Support under this Agreement as an independent contractor, and its personnel shall not be considered employees or agents of Client. 11.6 If any provision of this Agreement is found to be unenforceable, such provision shall be deemed to be deleted or narrowly construed to such extent as is necessary to make it enforceable and this Agreement shall otherwise remain in full force and effect. If an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement. 11.7 All notices required or permitted under this Agreement and all requests for approvals, consents and waivers must be delivered by a method providing for proof of delivery. Any notice or request shall be deemed to have been given on the date of delivery. Notices and requests must be delivered to the Parties at the addresses on the first page of this Agreement until a different address has been designated by notice to the other Party. 11.8 During the Term, neither Party shall directly, or indirectly through a third party, solicit or hire any employee or contractor of the other Party that was directly involved in providing the Services, or was introduced to the other Party through activities associated with this Agreement. In such event, the soliciting/hiring Party shall pay to the other Party an amount equal to one year's compensation for any solicited and/or hired employee or contractor of the other Party as liquidated damages and not as a penalty. For purposes of this Section 11.8, the terms "employee" and "contractor" mean any employee or contractor that was employed and/or retained by such Party at any time during the Term. The foregoing shall not apply to employees or contractors that respond to general solicitations placed by a Party in media publications. 11.9 This Agreement constitutes the entire agreement between Company and Client with respect to its subject matter, and may only be modified by a written amendment signed by both Parties. No employee, agent, or other representative of either Company or Client has authority to bind the other with regard to any statement, representation, warranty, or other expression unless it is specifically included within the express terms of this Agreement. All purchase orders, prior -7- Confidential to the Parties Named in This Agreement agreements, representations, statements, proposals, negotiations, understandings, and undertakings with respect to the subject matter of this Agreement are superseded by this Agreement. To the extent of any conflicts between this Agreement and its Exhibits, this Agreement shall take precedence. -8- Confidential to the Parties Named in This Agreement Exhibit A On Demand Services and Service Fees A. Definitions. The following definitions are relevant to the workforce management services and/or expense management services: "Minimum Monthly Service Fee" means the Minimum Monthly Workforce Management Service Fee "Minimum Monthly Workforce Management Service Fee" means the minimum monthly payment due for workforce management services each month without regard to the Number of Active Records. "Monthly Service Fee" means the Per Active Record Per Month Fee. Active Records - means (1) any database record for any user, consultant or employee that has the ability to use the Software to view or enter any data or (2) any database record that can be used to generate absences, generate warnings, calculate paid hours, pay to schedule, transfer to payroll or receive data from any data capture device provided records or any single user or employee will not be counted more than once"Per Active Record Per Month Fee" is the U.S. dollar cost per Active Record that is used to calculate the Monthly Service Fee in accordance with the table below and the Number of Active records . B. On Demand Services - Client Selection Workforce Management Services Expense Management Services " WFM 3G Time-and-Attendance D WFM 3G Mobile Edition D WFM 3G Advanced Scheduling D WFM 3G Analytics D Necho Expense D Necho Expense Mobile Edition D Receipts Digital Filing D Necho Expense Analytics D Travel Dashboard C.Service Fees - Workforce Management Services (i) Service Fee: The Service Fee for workforce management services will commence on the earlier of 4 months after contract execution date or upon kickoff as set forth in the SOW (with the first payment due thirty (30) days thereafter), and be computed based on the. Number of Active Records. Company will report any changes in the Number of Active Records on a monthly basis on the first of every month and Client agrees to pay the higher of the calculated fee for that Number of Active Records as per the schedule below, or the Minimum Monthly Workforce Management Service Fee. (ii) Set-up Fee: Due on the Effective Date - See (vi) below (iii) Minimum Monthly Workforce Management Service Fee: $3,200 (iv) Per Active Record Per Month Fees: $4.00 Per Active Record Exh. A-1 (v) Fees for Additional Environments: Fees below entitle Client to three environments until initial go live date as per SOW and two environments thereafter. If additional environments are requested, the fee is $1,750 per month. (vi) On Demand Environment Set Up Fee-$3500. The 36-month Term begins at the earlier of 4 months after contract execution date or upon kickoff as set forth in the SOW.. If Active Records exceed 800 Client will pay additional Monthly Service Fees of $4.00 per Active Record in years 1- 3. At the expiration of the 36 month term Client can renew this agreement for one year terms and the Monthly Service Fee per Active Record will not increase by more than the annual increase in the Consumer Price Index (CPI). In addition Client has one time option in the month 36 of the term to purchase a perpetual license for the Software at a price of $54 per Active Record less 10% discount of the Monthly Service Fees paid in Years 1-3 ("Discount"). For example if the total of the Monthly Service fees for years 1-3 is $115,200 then the License Fee after 36 months for 800 Active Records is $43,200-$11,520=$31,680. Additional perpetual licenses can be purchased in blocks of 100 for fee of $54 per Active Record and if Client elects to have CyberShift host the Software, the Monthly Service Fee shall be $4.00 per Active Record. The Monthly Service Fee will cease if Client decides to self-host the Software in which case the Client can purchase annual maintenance in the amount of 18% of the License fee before the discount for the first year and as adjusted for the CPI thereafter. Fees above exclude any sales taxes, if applicable Exh. A-2 Confidential to the Parties Named in This Agreement O- Exhibit B SYSTEM AVAILABILITY and SYSTEM PERFORMANCE A. Definitions. The following definitions are relevant to system availability and system performance. "Core Services" means the main Web-based application interface to the production environment that will be accessed through a Company provided URL or Internet address "Measurement Period" means one calendar month during the Term. "Monthly Reports" means a written report from Company that quantifies System Availability during a Measurement Period. "Outage" means a period of time (excluding Planned Maintenance) during which the Core Services do not respond to transactions initiated by a Company measurement center. "Planned Maintenance" means intentional, proactively communicated downtime for the On Demand Services when maintenance will be conducted. "Planned Maintenance Window" means the periods of time when Planned Maintenance may occur, currently Mondays and Thursdays between 9:00 P.M. and 1:00 A.M. Eastern Standard Time in the United States or at any time on a Saturday or Sunday. "System Availability" means the percentage of time during a Measurement Period in which the Core Services respond to transactions initiated by Company from one of its measurement centers. "System Performance" means the elapsed time, in seconds, as measured from a transaction entering Company's internet server to exiting Company's internet server. Such transactions will be initiated from a Company measurement center. B. System Availability Standard. Except for Planned Maintenance, the Core Services will be available, on the average, for 99.5% of each Measurement Period (the "System Availability Standard"). Failure to comply with the System Availability Standard during a Measurement Period after the On Demand Services enter production use means that Company will grant a credit to Client equal to five (5%) percent of the Monthly Service Fee for the applicable Measurement Period (each, a "System Availability Credit") provided that, Client shall not be entitled to any System Availability Credit to the extent that any failure to meet the System Availability Standard arises due to Client's failure to meet its obligations hereunder. All System Availability Credits will be applied to future invoices and do not represent a refund of any kind. Company shall notify Client of (i) Planned Maintenance at least twenty-four (24) hours in advance, and (ii) an Outage that is reasonably expected to last more than thirty (30) minutes. A monthly report will be provided to document System Availability. C. System Performance. The time to load the first end-user facing Core Services web page will be less than ten (10) seconds for 92% of all transactions in a Measurement Period ("System Performance Standard"). Failure to meet the System Performance Standard based on the average System Performance during a Measurement Period after the On Demand Services enter production use means that Company will grant a credit to Client equal to two (2%) percent of the Monthly Service Fee for the applicable Measurement Period (each, a "System Performance Credit") provided that, Client shall not be entitled to any System Performance Credit to the extent that any failure to meet the System Performance Standard arises due to Client's failure to meet its obligations hereunder. All System Performance Credits will be applied to future invoices and do not represent a refund of any kind. A monthly report will be provided to document System Performance. D. Client Responsibilities. Client shall continue to have all responsibilities set forth in the Agreement and, in addition, shall further ensure that: (i) Client Data and other materials provided to Company for purposes of Exh. B-1 Confidential to the Parties Named in This Agreement -, providing the On Demand Services shall be reasonably accurate and ready for processing, and (ii) Client resources are made available to Company as reasonably necessary to support Company's provision of the On Demand Services. E. Credits. The System Availability Credits and the System Performance Credits (collectively, the "Credits"), constitute Client's sole and exclusive remedy, and Company's sole and exclusive obligation, for any failure of the On Demand Services to meet the System Availability Standard and/or the System Performance Standard. Exh. B-2 Confidential to the Parties Named in This Agreement Exhibit C Support Company will provide "help desk to help desk" telephone and e-mail support, which includes general technical information and assistance with problem determination, isolation, verification, and resolution during the hours of 8:00 A.M. to 8:00 P.M. Eastern Standard Time ("Business Hours") in the United States, excluding weekends and Company holidays. Company will use the following severity levels and initial response times and resolution processes to address issues or questions in a manner commensurate with the severity of the matter reported. Severity Level Description Initial Response Time during Business Hours Resolution Process 1 Service is unavailable for a period of more than 30 minutes or calculation errors are occurring that have a critical impact on the ability of more than 20% of the Client user population to use the On Demand Services. 1 Hour Commencing upon Company's initial response, Company shall use commercially reasonable and continuous efforts, both during and outside of Business Hours, until either a resolution to the Severity 1 issue is provided, or a workaround is established. On Demand Services are usable with major restrictions applicable to more than 20% of the Client user population on core application functionality as described in the Documentation that is critical to Client's use of the On Demand Services 4 Hours Commencing on Company's initial response, Company shall use commercially reasonable and continuous efforts, during Business Hours, until either a resolution to the Severity 2 issue is provided, or a workaround is established. General service questions or requests. 24 hours Addressed as appropriate to the request, but secondary to any issues of a higher severity level. Exh. C Confidential to the Parties Named in This Agreement