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WITHDRAWN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 *
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CONTINUED TO DATE UNKNOWN
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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 //
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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.
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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.
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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
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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.
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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.
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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.
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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
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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.
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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.
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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
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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
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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
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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.
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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
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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
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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
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• 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
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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.
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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
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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
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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
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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