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ORD 37876 - Agmts with Workforce Software Inc for time and attendance system {P 0Mi N, "~�' RECEIVED Finance Department • `1 � ��.��,�,.�� Omaha/Douglas Civic Center gr.?l►��. 1819 Farnam Street,Suite 1004 Ilit) _%f; * 07 S E P 27 PM 11 ���G Omaha,Nebraska 68183-1004 WI:Mew. ..47.; ; o (402)444-5416 ��0or ry Telefax(402)444-5423 140FESSU) CITY CLERK Carol A.Ebdon City of Omaha OMAHA. N E B R A S K A Director Mike Fahey,Mayor Allen R.Herink City Comptroller Honorable President And Members of the City Council, Attached is an ordinance approving Agreements between the City of Omaha and Workforce Software, Inc. to purchase and implement the EmpCenter Time and Attendance system which will replace the Fastech time and attendance software. These Agreements are for a five year term and include software, hardware, implementation, license and support. The preliminary work to begin the implementation will start in October of 2007. Total implementation and utilization of the new software, utilizing staff from the City and Workforce Software, will begin in early 2008 following the completion of the 2007 year-end payroll activities. The software for the previous time and attendance system (Tess) was purchased in 1998 and has not been upgraded since 2001. Kronos acquired the Tess application from Fastech in November 2003 thus ending upgrades to the software. The lack of upgrades requires the allocation of significant staff time to insure that payroll is handled appropriately and promptly. An RFP for a new timekeeping system was published on November 22, 2006. The responses to the RFP were reviewed by City and DOT.Comm staff through a structured selection process. The vendor, Workforce Software, was selected as providing the best solution to replace the current timekeeping system. The Payroll Division completes fifty-two bi-weekly payrolls each year for both the City and DOT.Comm employees. Union contracts and accrual rules have become more complex requiring processes to be developed outside the system. Functionality designed in the EmpCenter software will eliminate time consuming work arounds. The software provides for the average rate routine for police and fire sworn personnel as part of the base system in addition to complex accrual rules for tracking annual, sick leave and comp-time. The EmpCenter software will allow employees to cost their time to specified cost centers, which in turn, will provide actual cost detail to directors for budgeting purposes. EmpCenter uses a web based design using a true thin client and does not require software to be loaded onto individual PCs throughout the City. This eliminates the previously required software maintenance on individual machines. The five year maintenance agreement guarantees that all enhancements and upgrades will keep our system in line with the industry as a whole. The system also provides a new version of the SQL database allowing a greater capacity to process and export data. The current database SQL version 7.0 was no longer officially supported as of December 31, 2005. The implementation will require the purchase of new servers and time collection devices. Our current badge readers (similar to time clocks) are nine Honorable President and Members of the City Council • Page -2- years old and replacements are no longer available. Over the past several years, the staff of the payroll division has been reduced and this new software will allow us to do more with the fewer resources. Time and attendance is a mission critical application that requires significant attention to detail. The new software is necessary in order to continue to timely process employee payrolls, provide actual costing of payroll, eliminate work arounds and provide for more efficient use of our manpower. The cost of the new software is $256,837. The initial amount of$250,000 for software shall be paid from 2007 General Fund 11111, General Expense 119014 and is due upon execution of the contract. The remaining balance for software of $6,837 and any costs for implementation services provided through December 31, 2007 will be due January 1, 2008 and be paid from the 2008 General Fund 11111, General Expense 119014. The cost of any remaining implementation services will be billed in 2008. The total cost for implementation services is estimated to be $255,540. The total cost for badge readers, IVR Services, and the five year warranty on the equipment is estimated to be $114,960 and is due upon delivery of the hardware, but no sooner than January 1, 2008. Thereafter, annual software maintenance fees are as follows: $45,655 due on the 1st anniversary of the effective date of the contract $45,655 due on the 2nd anniversary of the effective date of the contract $45,655 due on the 3rd anniversary of the effective date of the contract $45,655 due on the 4tn anniversary of the effective date of the contract The total cost of the Agreements purchasing and implementing the EmpCenter Time and Attendance System is approximately $810,000. We urge your favorable consideration for the approval of the proposal to license EmpCenter software as authorized in the accompanying ordinance. Respectfully Submitted, Referred to ity Council for Consideration: (4,1,l Carol A. Ebdon Date Mayor's Office Date Finance Director Approved: a✓ Gail Kinsey Tl{mpson, D rector Date Vic Stannish, CIO/CEO Date Human Rights &Relations Department Douglas County Technology Commission P:\LAW\9084sap.doc for police and fire sworn personnel as part of the base system in addition to complex accrual rules for tracking annual, sick leave and comp-time. The EmpCenter software will allow employees to cost their time to specified cost centers, which in turn, will provide actual cost detail to directors for budgeting purposes. EmpCenter uses a web based design using a true thin client and does not require software to be loaded onto individual PCs throughout the City. This eliminates the previously required software maintenance on individual machines. The five year maintenance agreement guarantees that all enhancements and upgrades will keep our system in line with the industry as a whole. The system also provides a new version of the SQL database allowing a greater capacity to process and export data. The current database SQL version 7.0 was no longer officially supported as of December 31, 2005. The implementation will require the purchase of new servers and time collection devices. Our current badge readers (similar to time clocks) are nine • ORDINANCE NO. 0 ,79 AN ORDINANCE to authorize entry into Agreements with Workforce Software, Inc., involving the payment of money from appropriations of more than one year in accordance with Section 5.17 of the Home Rule Charter of the City of Omaha, as amended, to provide for the purchase and implementation of the EmpCenter Time and Attendance System for a five year period for a total cost of approximately $810,000 over the term of the Agreements; the funds for this service shall be paid by the Finance Department, General Fund 11111, General Expense 119014; and to provide the effective date hereof. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. That, as recommended by the Mayor, in conformity with Section 5.17 of the Home Rule Charter, approval is hereby given to enter into the attached Agreements with Workforce Software, Inc., to provide for the purchase and implementation of the EmpCenter Time and Attendance System for a five (5) year period from the time that this Ordinance is approved by the City Council at a total cost of approximately $810,000 over the five (5) year term. Such Agreements shall include implementation of the software, related professional services, required equipment and warranties, and annual software maintenance fees. Section 2. The funds for this service are to be billed pursuant to the attached Agreements and shall be paid by the Finance Department from General Fund 11111, General Expense 119014. the effective date of the contract $45,655 due on the 3rd anniversary of the effective date of the contract $45,655 due on the 4tn anniversary of the effective date of the contract The total cost of the Agreements purchasing and implementing the EmpCenter Time and Attendance System is approximately $810,000. We urge your favorable consideration for the approval of the proposal to license EmpCenter software as authorized in the accompanying ordinance. Respectfully Submitted, Referred to ity Council for Consideration: (4,1,l Carol A. Ebdon Date Mayor's Office Date Finance Director Approved: a✓ Gail Kinsey Tl{mpson, D rector Date Vic Stannish, CIO/CEO Date Human Rights &Relations Department Douglas County Technology Commission P:\LAW\9084sap.doc for police and fire sworn personnel as part of the base system in addition to complex accrual rules for tracking annual, sick leave and comp-time. The EmpCenter software will allow employees to cost their time to specified cost centers, which in turn, will provide actual cost detail to directors for budgeting purposes. EmpCenter uses a web based design using a true thin client and does not require software to be loaded onto individual PCs throughout the City. This eliminates the previously required software maintenance on individual machines. The five year maintenance agreement guarantees that all enhancements and upgrades will keep our system in line with the industry as a whole. The system also provides a new version of the SQL database allowing a greater capacity to process and export data. The current database SQL version 7.0 was no longer officially supported as of December 31, 2005. The implementation will require the purchase of new servers and time collection devices. Our current badge readers (similar to time clocks) are nine • ORDINANCE NO. (59171p PAGE -2- Section 3. This Ordinance, being not of a legislative character, shall be in full force and take effect immediately upon passage under and by virtue of the authority granted by Section 2.12 of the Home Rule Charter of the City of Omaha, as amended. INTRODUCED BY COUNCILMEMBER -444°41S—C714i4" APPROVED BY: )-YIA-21:L4 Mi (ED/' MAYOR OF THE CIT F OMAHA D PASSED OCT 2 3 2007 O ATTEST: /O. / Of Y>,Kl 4EOITTbF OMAHA E APPROVED AS TO FO • • J. 407 CITY ATTORNEY DATE P:\LAW\9085sap.doc 1 WORKFORCE WORKFORCE SOFTWARE,INC. SCHEDULE OF LICENSED SOFTWARE,SUPPORT,AND FEES Elewb Tm inm.,m Smrre This Schedule is made a part of the Software License and Support Agreement(the"Agreement")between Workforce Software Inc., a Michigan Corporation, having offices at 36141 Schoolcraft Rd., Livonia, Michigan 48150 ("Workforce Software") and the following described "Customer", dated on approximately , for the purpose of adding or modifying software licenses and/or support as specified below as well as acquiring hardware and related items. Customer Name: City of Omaha Address: 1819 Farnam St. Omaha,NE 68183 Schedule Effective Date LICENSED ITEMS AND FEES Additional licensed software and support fees are shown below and are subject to the notes and restrictions specified. Licensed Items and Fees License Unit License Qty Price Fees EmpCenter Time and Attendance Applications EmpCenter Time and Attendance Base Module 3700 $50 $185,000 Accruals and Absence Management 3700 $20 $74,000 Attendance Point Tracking&Alert Manager 0 0 FMLA Manager 3700 $10 $37,000 Employee Self Service 3700 $30 $111,000 Activity Based Costing 3700 $20 $74,000 Interface Connect 3700 $15 $55,500 Multiple Assignments 0 0 WebClock Only 0 0 Data Collection Terminal Server 3700 $8 $29,600 Municipal Government Templates 3700 $0 $0 EmpCenter Advanced Scheduling Applications EmpCenter Advanced Scheduling Base Module 0 0 Demand Scheduling 0 0 Shift Bidding 0 0 Overtime Equalization 0 0 PTO Bidding and Assignment 0 0 "List Price" $566,100 Less LinpCenter I olume Discount (S/83.983) "Gross EmpCenter Fees" $382,117 Additional Software Modules Report Writer—Named User License 1 $900 LoadSimulator for EmpCenter—Site License 0 0 LoadSimulator for EmpCenter-3 month renewable Site license 0 0 Automated Policy Tester for EmpCenter-Site License 0 0 "Gross License Fees" $383,017 One-time discount for?year commitment and purchase of other (S 1?6.180) hardware and services "Net License Fee" $256,837 Support Plan Support Plan Selected: Silver Support Support Period: Five(5)years from the Effective Date Support Fees $300,027 One-Time Discount for 5 year commitment ($1 17.367) Net Support Fees $182,660 Agreement Form:LA-SCHED-20070724 Page: 1 vidual machines. The five year maintenance agreement guarantees that all enhancements and upgrades will keep our system in line with the industry as a whole. The system also provides a new version of the SQL database allowing a greater capacity to process and export data. The current database SQL version 7.0 was no longer officially supported as of December 31, 2005. The implementation will require the purchase of new servers and time collection devices. Our current badge readers (similar to time clocks) are nine • WORKFORCE SOFTWARE,INC. WORKFORCE SCHEDULE OF LICENSED SOFTWARE,SUPPORT,AND FEES Enistrebe Ilmo.dA,.,ance Sim. erre viondaru,tlln.camm Total Software and Support Fees $439,497 Notes: 1. The EmpCenter Time and Attendance Base Module includes one (1) Named User license to the Report Writer at no additional charge. License Terms,Metrics,and Restrictions The definitions and terms below govern the quantity and usage of the Application Software and apply to all new licenses granted for the above software. 1. "Active Employee" means an employee, leased employee, contractor, or sub-contractor, or equipment that has employee records that are being processed on a recurring or regular basis with the Application Software. • 2. "Named User"is an individual authorized by Customer to use the Application Software module regardless of whether the individual is actively using the programs at any given time. 3. "Software Installation"means a computer system where the Deliverables are copied or installed. A"Software Installation"may run across multiple CPUs or computers,but shall be limited to a single database instance. 4. "Production Installation" means a Software Installation of the Application Software used for live processing and shall not include Software Installations whose sole purpose is training, testing for accuracy or reliability purposes, development, backup, disaster recovery,or failover. 5. Modules are licensed by Active Employee unless specified otherwise. 6. One(1)Production Installation and an unlimited number of non-Production Installations may be used. 7. The Report Writer module and associated ability to view reports may only be used if the reports created or viewed contain data generated by the Application Software. Additional Products Purchased Customer shall purchase the following quantities of data collection equipment, badges,and related accessories(collectively"Products") from Workforce at the prices shown below. Item# Description List Price Warranty Warranty Price WF-RD-SYN4 40 Biometric badge readers,Ethernet,magnetic Stripe, $79,200 5 years $24,668 $1,980 each WF-IVR-TELL3 12 port IVR Server,quantity 1 $27,000 5 years $8,100 Less Volume Discount ($15.930) None Less One-Time Discount Based on Total Contract Purchase and Commitment ($5,310) ($2.788) Total Amount Due $84,960 $30,000 Workforce agrees to sell such Products under the following additional terms and conditions: 1. Unless specified otherwise, all Products(except for badges and batteries), come with a one(1)year warranty from date of delivery from any defects resulting from use of improper materials or negligent workmanship,provided that Customer uses acceptable means of storage and adheres to the manufacturer's published standards. OTHER THAN THIS LIMITED WARRANTY, WORKFORCE DOES NOT WARRANT OR REPRESENT THAT THE PRODUCTS OR ANY PORTION THEREOF WILL BE ERROR FREE OR OPERATE UNINTERRUPTED OR THAT WORKFORCE WILL CORRECT ALL ERRORS. WORKFORCE MAKES NO WARRANTY WITH RESPECT TO THE PRODUCTS OR WORKFORCE'S PERFORMANCE OF SERVICES UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, AND WORKFORCE HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2. Customer will pay all taxes due on the Products(except for taxes on the net income of Workforce), including sales,excise,and use taxes unless it certifies it is exempt from such taxes. 3. All prices are exclusive of shipping and handling charges which will be paid by Customer unless specifically noted. 4. This Agreement does not cover any installation services. Customer is responsible for installation unless it has contracted with Workforce under separate Agreement. 5. In no event shall Workforce be liable for any loss of profits,loss of use,loss of data,interruption of business or indirect,special,incidental or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of the Products, whether alleged as a breach of contract or tortious conduct, including negligence. The limitation of liability specified in this paragraph apply regardless of the cause or circumstances giving rise to such losses or damages, including without limitation,whether Workforce has been advised of the possibility of damages,the damages are foreseeable,or the alleged breach or default is a fundamental breach or breach of a Agreement Form:LA-SCHED-20070724 Page:2 t1J�RKFORCE WORKFORCE SOFTWARE,INC. SCHEDULE OF LICENSED SOFTWARE,SUPPORT,AND FEES Enb,pM Tyne eM"nonarce Synwro fundamental term. Workforce's liability hereunder for damages shall not,in any event,exceed the amounts paid for the Products amortized on a straight line basis over a three(3)year period from the date of delivery. Payment Terms The following non-refundable fees are to be paid to Workforce: 1. $250,000 is due at contract execution 2. The balance of the software license fees of$6,837 is due on January 1,2008. 3. The fees for the hardware and extended warranties of$114,960 shall be due upon delivery of such hardware,but no sooner than January 1,2008. 4. $45,665 is due on the 1'anniversary of the Effective Date for the 15t installment for support and maintenance 5. $45,665 is due on the 2"d anniversary of the Effective Date for the 2"d installment for support and maintenance 6. $45,665 is due on the 3td anniversary of the Effective Date for the 3rd installment for support and maintenance 7. $45,665 is due on the 4th anniversary of the Effective Date for the 4th installment for support and maintenance Except as expressly set forth herein,the terms and conditions of the Agreement remain in full force and effect. CUSTOMER WORKFORCE SOFTWARE,INC. Date: DoC4 Date: 9/16/0 7 Signature: O Signature: Printed Name: Mike Fahey Printed Name: Kevin Choksi Title: Mayor Title: Managing Director <<END OF SCHEDULE>> APPROVED AS TO FORM: d7 ASSISTANT CITY ATTO NEY ATTEST: • o G f Browan,'City Clerk . Agreement Form:LA-SCHED-20070724 Page:3 contain data generated by the Application Software. Additional Products Purchased Customer shall purchase the following quantities of data collection equipment, badges,and related accessories(collectively"Products") from Workforce at the prices shown below. Item# Description List Price Warranty Warranty Price WF-RD-SYN4 40 Biometric badge readers,Ethernet,magnetic Stripe, $79,200 5 years $24,668 $1,980 each WF-IVR-TELL3 12 port IVR Server,quantity 1 $27,000 5 years $8,100 Less Volume Discount ($15.930) None Less One-Time Discount Based on Total Contract Purchase and Commitment ($5,310) ($2.788) Total Amount Due $84,960 $30,000 Workforce agrees to sell such Products under the following additional terms and conditions: 1. Unless specified otherwise, all Products(except for badges and batteries), come with a one(1)year warranty from date of delivery from any defects resulting from use of improper materials or negligent workmanship,provided that Customer uses acceptable means of storage and adheres to the manufacturer's published standards. OTHER THAN THIS LIMITED WARRANTY, WORKFORCE DOES NOT WARRANT OR REPRESENT THAT THE PRODUCTS OR ANY PORTION THEREOF WILL BE ERROR FREE OR OPERATE UNINTERRUPTED OR THAT WORKFORCE WILL CORRECT ALL ERRORS. WORKFORCE MAKES NO WARRANTY WITH RESPECT TO THE PRODUCTS OR WORKFORCE'S PERFORMANCE OF SERVICES UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, AND WORKFORCE HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2. Customer will pay all taxes due on the Products(except for taxes on the net income of Workforce), including sales,excise,and use taxes unless it certifies it is exempt from such taxes. 3. All prices are exclusive of shipping and handling charges which will be paid by Customer unless specifically noted. 4. This Agreement does not cover any installation services. Customer is responsible for installation unless it has contracted with Workforce under separate Agreement. 5. In no event shall Workforce be liable for any loss of profits,loss of use,loss of data,interruption of business or indirect,special,incidental or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of the Products, whether alleged as a breach of contract or tortious conduct, including negligence. The limitation of liability specified in this paragraph apply regardless of the cause or circumstances giving rise to such losses or damages, including without limitation,whether Workforce has been advised of the possibility of damages,the damages are foreseeable,or the alleged breach or default is a fundamental breach or breach of a Agreement Form:LA-SCHED-20070724 Page:2 • WORKFORCE WORKFORCE SOFTWARE,INC. ell..T..MMnne...6pldn, SOFTWARE LICENSE AND SUPPORT AGREEMENT SCHEDULE A—SUPPORT PLAN PROVISIONS 4. CUSTOMER RESPONSIBILITIES 4.1 If Customer suspects a failure of Application For each Support Period, consistent with the terms and Software to perform as set forth in the Documentation, it conditions of the Support Plan Customer is under,Workforce shall notify Workforce, provide a detailed description of the shall provide the following to Customer: problem, steps to reproduce the problem (if possible), and other assistance as Workforce may reasonably request to allow it to investigate the problem, including providing log 1. DEFINITIONS files and/or copies of its databases. 1.1 "Support Plan" means a service plan offered by 4.2 Customer shall follow procedures provided to Workforce which provides for support for the Application Customer on how to receive Support Services. Customer Software and/or new releases. The Support Plan description understands that response times and service levels are provides details of the service levels and items provided contingent upon properly following such procedures and under each plan. clearly indicating the severity level of the problem when 1.2 "Professional Service" means additional services not requesting service. covered under the Support Plan and which are billed on a 4.3 Customer shall train its staff on the Application time and materials basis at Workforce's then current Software through Workforce's training services. Support consulting rates. Such services are provided under a separate Services are not to be used as an alternative to obtaining professional services agreement, if in effect. training. Customer shall make every prudent effort to refer to 1.3 "Support Period" shall mean the period of time that the Documentation as a first step in answering questions and Customer is covered under a Support Plan. learning functions of the Application Software, prior to 1.4 "Support Fees" shall mean the fees for a Support contact with Workforce with regard to problems or questions. Plan. 4.4 Customer shall not use any pre-released or beta version of Application Software in production. Such pre- 2. WORKFORCE RESPONSIBILITIES release versions of software shall carry no support or warranty whatsoever. 2.1 At no additional charge, Workforce shall provide Customer corrections and new versions of the Deliverables 4.5 Customer shall provide Workforce access to its that Workforce generally makes available to its other server(s) where the Application Software is installed through licensees, but such new versions shall not include modules a dedicated Internet connection to allow Workforce to carry separately priced or marketed. New releases are made out its support obligations. Customer understands that if it available for Customer to download via the Internet. does not provide such connection, it shall be responsible for the additional time required to provide support as a 2.2 Workforce shall provide the services specified in the Professional Service and that failure to provide such Support Plan, including reasonable technical support via connection may delay or make impossible the analysis or telephone, e-mail, and/or the web, to answer questions or correction of a reported problem. The customer will provide provide technical assistance in the use of the Application access through a VPN connection. This connection will he Software(the"Support Services"). opened on an as-needed basis. 2.3 Workforce shall undertake commercially reasonable 4.6 Customer is solely responsible to ensure Related efforts to make corrections to the Application Software or Systems operate properly and the support and warranty provide a workaround when Customer reports material provisions of this Agreement do not apply to Related problems with the Application Software. Such efforts shall Systems or problems in the Application Software caused by be made within the service levels provided described in the Related Systems, regardless of who provided, installed, or Support Plan. Workforce makes no guarantee that all distributed such. Problems caused by Customer problems can be resolved. modifications to the Application Software or problems in 2.4 Workforce may periodically discontinue support for Related System shall be considered a Professional Service older versions of Application Software, but shall provide retroactive to the point when the problem was reported by Licensee at least six (6) months prior written notice so that Customer. Licensee has the opportunity to install a newer version which 4.7 Customer is solely responsible to (a) configure the Workforce supports. Application Software for new or changed policies, and (b) 2.5 Workforce's support obligations do not apply if install patches, corrections, or new releases of the Customer has modified the Application Software. Application Software, and (c) manage and configure the Related Systems, unless some or all of these are provided for 3. GENERAL TERMS AND CONDITIONS under the Support Plan. <<END OF SCHEDULE>> 3.1 Without waiving any of its other rights or remedies, Workforce reserves the right to discontinue the Support Plan during any period in which Customer fails to pay any Support Fees as due. 3.2 Pro-rated Support Fees for the duration of the current Support Period shall be due for all new licenses acquired. Agreement#:LA-20070724 Page 4 • WORKFORCE WORKFORCE SOFTWARE,INC. EMTMba TM and iuteMrwe Spas.", SOFTWARE LICENSE AND SUPPORT AGREEMENT This Agreement is entered into between WorkForce the event of a conflict between the terms and conditions of this • Software,Inc.,a Michigan corporation,having offices at 36141 Agreement and the Schedules, the terms and conditions of the Schoolcraft Rd., Livonia, MI 48150 ("Workforce"), and the Schedules shall prevail. This license transfers neither title nor following"Licensee"as of the"Effective Date"shown below: any Intellectual Property Rights in the Deliverables to Name: City of Omaha Customer. Customer may use only the Application Software licensed, Address: 1819 Farnam St. even if other modules are delivered. The Application Software Omaha,Ne 68183 shall not be used to provide processing services to third parties, or otherwise used on a"service bureau" basis. Customer may Effective Date: not sublicense, assign, or transfer the licenses granted or this Agreement to another party, in whole or in part, including RECITALS through a merger or consolidation. The Licensee is acquiring a license from Workforce to Workforce shall deliver or provide download keys for one certain Application Software as specified in one or more (1) copy of the Deliverables in electronic format upon the separately attached Schedules(the"Schedules"). Therefore, in execution of each Schedule. consideration of the mutual promises and upon the conditions Customer may duplicate Documentation except as set forth herein,Workforce and the Licensee agree as follows: specified in Section 3 without payment to Workforce and make backup copies of the Deliverables. All titles, trademarks, 1. DEFINITIONS copyright notices and other proprietary markings on the Deliverables must be reproduced on permitted copies.All terms "Affiliate"means a legal entity separate from the Licensee and conditions of this Agreement apply to copies. and controlled by or under common control with the Licensee. For purposes of this Agreement,the term"control" shall mean Workforce may, no more often than annually, audit ownership of a beneficial controlling interest. DOT.Comm will Customer's systems or require Customer to perform a self-audit be considered an affiliate. (if Customer will not provide Workforce remote access) in order to verify compliance with the license terms. Audits shall "Application Software" means the executable or object be reasonable in duration and scope. Customer shall promptly code for licensed Workforce application software modules pay for any unlicensed software, retroactive support fees, for identified in one or more attached Schedules. The term any non-compliance. "Application Software" shall also include all corrections, upgrades and new releases of the Application Software as may In consideration of the licenses granted, Customer shall be provided to Customer by Workforce from time to time under pay to Workforce or its designated representative the non- a Support Plan or other agreement. For the sake of clarity, the refundable fees described in the Schedules. Any sales, use, Application Software does not include any source code or excise,personal property or other taxes(whether federal, state, Related Systems. or local)which may be imposed with respect to this Agreement shall be paid by Customer. "Customer"shall mean the Licensee and its Affiliates. Customer may add additional licenses beyond those "Deliverables" shall mean the Application Software and initially licensed by paying to Workforce amounts quoted for Documentation. additional licenses and related support fees. A Workforce sales "Documentation" means written or electronic materials quotation identifying the additional licenses and fees and provided by Workforce for facilitating use of the Application signed by Customer may be used as a Schedule in lieu of an Software, but shall not include advertising or similar amendment to this Agreement. promotional materials. "Intellectual Property Rights" shall mean all copyrights, 3. NON-DISCLOSURE OBLIGATIONS trade secrets, patents, and other intellectual property rights or Except for disclosures as required by law, each party shall portion thereof. maintain as confidential and shall not disclose, publish, or use "Related Systems" shall mean computers, database for purposes other than as intended in this Agreement the other software, web-browsers, operating systems, firewalls, party's confidential information except to those employees, networks, JDBC drivers, JDKs, e-mail servers, LDAP servers, contractors, legal or financial consultants and auditors of the portals, data collection equipment, application servers, recipient and its Affiliates who need to know such information payroll/HR software, ERP software, third party software and in connection with the recipient's performance of its rights and any other hardware or software that connect to the Application obligations under the Agreement and in the normal course of its Software or affect the Application Software if they are not business. Confidential information shall include the operating properly or are not configured within parameters Deliverables, benchmarks, statistics or information on the required by the Application Software, whether or not provided capabilities of the Application Software, financial information, by or deployed by Workforce. business plans, and any other information marked as confidential. Each party shall protect such confidential 2. LICENSE GRANTS AND FEES information with reasonable care and no less care than it would exercise to protect its own confidential information of a like Workforce hereby grants to Customer a personal, nature and to prevent the unauthorized, negligent, or nonexclusive, perpetual (unless specified otherwise), nontrans- inadvertent use,disclosure,or publication thereof. ferable license to install, execute, and use the licensed The administrative portions used to setup the Application Deliverables identified in the Schedules. Customer shall abide Software,and its Documentation(collectively the"Confidential by all license restrictions and terms specified for each Deliverables") are trade secrets of Workforce and contain Deliverable specified herein and in the attached Schedules. In Agreement#:LA-20070724 Page 1 • WORKFORCE WORKFORCE SOFTWARE,INC. EMc011se ond Attendsnce Systeme SOFTWARE LICENSE AND SUPPORT AGREEMENT especially valuable Intellectual Property Rights. Customer so that it is non-infringing, or (iv) terminate the rights for the • shall limit access to Confidential Deliverables to those on a affected licenses and refund(x)for perpetual licenses a pro-rata need to know basis and shall not duplicate this portion of the portion of the license fee amortized on a straight line basis over Documentation. a(5)five year period from the delivery of such licenses,and(y) The non-disclosure obligations in Section 3 shall continue for term licenses,the unexpired portion of the fees paid for the after the termination of this Agreement. Breach of the remaining term of such license. The provisions of Section 5.1 obligations in Section 3 may cause irreparable damage and constitute the entire liability of Workforce and sole remedy of therefore,in addition to all other remedies available at law or in Customer with respect to any claims or actions based in whole equity, either party shall have the right to seek equitable and or in part upon infringement or violation of an Intellectual injunctive relief for such breach. Property Right of any third party. Notwithstanding anything herein to the contrary, the Representations and warranties parties agree that the Deliverables are trade secrets of Workforce warrants that for a period of ninety Workforce and shall be exempt from any disclosure pursuant to (90) days from the effective date of license grant that the Nebraska Revised Statutes §84-712.01, et seq. or any other Application Software will perform substantially as set forth Freedom of Information Act In the event that Licensee in its Documentation. If Customer reports a problem within receives a request or demand for disclosure of the Deliverables, this warranty period, Workforce's entire obligation and Licensee shall notify Workforce of such request in writing at Customer's sole remedy shall be for Workforce to take least ten (10) business days prior to any disclosure so that commercially reasonable steps provide a workaround or Workforce may seek a protective order or other injunctive correction to the problem. relief barring such disclosure. Licensee's written notice to Workforce represents and warrants that it has Workforce shall provide details relating to the requested the rights to grant the licenses to the Deliverables. disclosure,including the identity of the person or entity that has requested the disclosure and a description of what Licensee EXCEPT AS EXPRESSLY PROVIDED IN THIS intends to disclose. SECTION 5, WORKFORCE MAKES NO OTHER WARRANTIES WITH RESPECT TO THE DELIVERABLES OR WORKFORCE'S PERFORMANCE OF SERVICES 4. TERM AND TERMINATION UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, The term of each license begins on the execution of each AND WORKFORCE HEREBY DISCLAIMS THE IMPLIED Schedule. Licenses are perpetual unless stated otherwise on the WARRANTIES OF MERCHANTABILITY AND FITNESS applicable Schedule. FOR A PARTICULAR PURPOSE. WORKFORCE DOES If Customer commits a material breach of this Agreement, NOT WARRANT OR REPRESENT THAT THE and should such breach not be corrected within thirty(30)days DELIVERABLES OR ANY PORTION THEREOF WILL BE after receipt by Customer of written notice from Workforce, ERROR FREE, OPERATE UNINTERRUPTED, OR THAT this Agreement may be terminated by Workforce without WORKFORCE WILL CORRECT ALL ERRORS. further notice. In no event shall Workforce be liable for any loss of Upon termination of this Agreement as specified in profits, loss of use, loss of data, interruption of business or Section 4,the license rights for the Deliverables granted herein indirect, special, incidental or consequential damages of any shall be of no further force or effect whatsoever, and Customer kind in connection with or arising out of the furnishing, shall, within ten (10) days after such termination destroy or performance or use of the Deliverables or services acquired permanently purge all copies of the Deliverables then in the from Workforce, whether alleged as a breach of contract or possession or under control of Customer and certify such action tortious conduct. The limitation of liability specified in this in writing to Workforce. paragraph apply regardless of the cause or circumstances giving rise to such losses or damages, including without Except as otherwise stated herein, termination of this limitation, whether Workforce has been advised of the Agreement or any license does not relieve Customer of any possibility of damages, the damages are foreseeable, or the accrued payment obligation nor entitle Customer to a refund of alleged breach or default is a fundamental breach or breach of a fees. fundamental term. Workforce's liability hereunder for damages shall not, in any event, exceed the license fees paid by 5. WARRANTIES AND INDEMNIFICATIONS Customer for the Deliverables giving rise to the claim, if the Workforce shall, at its expense, indemnify, defend and claim was reported to Workforce within ninety(90)days of the hold Customer harmless from and against any claim that an Effective Date, or the amount of the Support Fees for the unaltered Deliverable infringes an Intellectual Property Right; current Support Period if the claim was reported after ninety provided, however, that (a) Customer promptly notifies (90)days of the Effective Date. Workforce of any such claim, and (b) permits Workforce to defend with counsel of its own choice, and (c)Customer gives 6. CUSTOMER RESPONSBILITIES Workforce such information and/or assistance in the defense Customer has sole responsibility to (a) make backup thereof as Workforce may reasonably request, and (d) copies of data, files, and programs and shall employ all Customer promptly installs new versions of the Deliverables necessary security measures to ensure their valuable and destroys old versions of the Deliverables. If a Deliverable information is kept secure from unauthorized or accidental is determined or adjudged to infringe an Intellectual Property erasure or changes, and (b) obtain its own legal advice Right, Workforce shall, at its expense and election either (i) regarding labor laws and regulations and ensure on an ongoing procure the right for Customer to continue using the basis that its use of the software is in compliance with such Deliverable, (ii) replace the Deliverable with a functionally regulations. equivalent non-infringing product, (iii) modify the Deliverable Agreement#:LA-20070724 Page 2 WORKFORCE WORKFORCE SOFTWARE,INC. SOFTWARE Atumnance Brims SOFTWARE LICENSE AND SUPPORT AGREEMENT Customer shall indemnify and hold Workforce harmless IN WITNESS WHEREOF, the parties have executed • from (a) claims and demands of its employees or former this Agreement and the Schedules marked below as of the employees arising from the use by Customer of the Effective Date set forth at the outset hereof. Deliverables, and(b)any Intellectual Property Rights claims to Attached Schedules: the extent that a Customer modification was the cause of the claim. [x] Schedule A—Support Plan Provisions Customer has the requisite expertise to select, evaluate, CUSTOMER and determine the appropriateness for its intended uses the Deliverables, hardware, and third party software. Customer Date: 4C,44 g25; .260 Deliverables, acknowledges it had sufficient opportunity to evaluate the Delivbles, that it is satisfied the Application Software will Signature: meet its requirements and that it is relying solely on its evaluation of the Deliverables in order to enter into this Printed Name: Mike Fahey Agreement. Customer has not relied on the future availability of any Deliverables, except as explicitly stated herein, in order Title: Mayor to enter into this Agreement. 7. GENERAL PROVISIONS WORKFORCE SOFTWARE,INC. Neither party shall incur any liability to the other party on Date: 9/166 7 account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement,where such Signature: delay or failure is caused, in whole or in part, by events, occurrences or causes beyond the reasonable control of such Printed Name: Kevin Choksi party;provided that, in order to avail itself of such excuse,such party must act diligently to remedy the cause of, or to mitigate Title: Managing Director such delay or failure. Any notice to be sent relating to this Agreement shall be in writing and mailed to the other party by certified mail, return receipt requested. This Agreement contains the entire agreement of the parties with respect to its subject matter, and APPROVED AST M. there are no promises, conditions,representations or warranties except as expressly set forth herein. This Agreement may be 2? modified or amended only by written instrument executed by both parties. No terms, provisions or conditions of any ASSISTANT CITY ATTORNEY purchase order that Customer may use in connection with this Agreement shall have any effect on the rights, duties or obligations of either party. No term or provision of this Agreement shall be deemed FA' S`>;'i waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to or waiver of any different or ��� a subsequent breach. If a court of competent jurisdiction holds 8u8 �ar Brown, City Clerk any provision of this Agreement to be illegal,unenforceable,or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions,or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. The headings and titles provided in this Agreement are for convenience only and shall have no meaning on the terms of this Agreement. This Agreement binds and enures to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree that reliable copies such as scanned or facsimile counterpart signatures are acceptable. Except for actions for nonpayment or breach of Workforce's proprietary rights, no action arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. The Licensee shall be liable for breaches of its Affiliates and contractors under this Agreement. Agreement#:LA-20070724 Page 3 possession or under control of Customer and certify such action tortious conduct. The limitation of liability specified in this in writing to Workforce. paragraph apply regardless of the cause or circumstances giving rise to such losses or damages, including without Except as otherwise stated herein, termination of this limitation, whether Workforce has been advised of the Agreement or any license does not relieve Customer of any possibility of damages, the damages are foreseeable, or the accrued payment obligation nor entitle Customer to a refund of alleged breach or default is a fundamental breach or breach of a fees. fundamental term. Workforce's liability hereunder for damages shall not, in any event, exceed the license fees paid by 5. WARRANTIES AND INDEMNIFICATIONS Customer for the Deliverables giving rise to the claim, if the Workforce shall, at its expense, indemnify, defend and claim was reported to Workforce within ninety(90)days of the hold Customer harmless from and against any claim that an Effective Date, or the amount of the Support Fees for the unaltered Deliverable infringes an Intellectual Property Right; current Support Period if the claim was reported after ninety provided, however, that (a) Customer promptly notifies (90)days of the Effective Date. Workforce of any such claim, and (b) permits Workforce to defend with counsel of its own choice, and (c)Customer gives 6. CUSTOMER RESPONSBILITIES Workforce such information and/or assistance in the defense Customer has sole responsibility to (a) make backup thereof as Workforce may reasonably request, and (d) copies of data, files, and programs and shall employ all Customer promptly installs new versions of the Deliverables necessary security measures to ensure their valuable and destroys old versions of the Deliverables. If a Deliverable information is kept secure from unauthorized or accidental is determined or adjudged to infringe an Intellectual Property erasure or changes, and (b) obtain its own legal advice Right, Workforce shall, at its expense and election either (i) regarding labor laws and regulations and ensure on an ongoing procure the right for Customer to continue using the basis that its use of the software is in compliance with such Deliverable, (ii) replace the Deliverable with a functionally regulations. equivalent non-infringing product, (iii) modify the Deliverable Agreement#:LA-20070724 Page 2 • WORKFORCE SOFTWARE WORKFORCE MASTER CONSULTING SERVICES AGREEMENT OXINVIII.0 Tree This agreement (the "Agreement") is entered into between Each party shall be solely responsible for compensating its own Workforce Software Inc.,a Michigan Corporation,having offices at employees, including the payment of employment related taxes and 36141 Schoolcraft Rd.,Livonia,Michigan 48150("Workforce")and shall maintain its own worker's compensation and general liability the following described"Customer"as of the"Effective Date"shown insurance. below. 5. Agreement Not to Hire. Customer shall not hire(either as an Name: City of Omaha employee, an independent contractor, or contractor through a third party)any current or former employee or contractor of Workforce(a "Workforce Staff Member")either intentionally or inadvertently for a Address: 1819 Farnam St. period of twelve (12) months from the termination of their Omaha,Ne 68183 employment with Workforce. If Customer breaches this provision, Effective Date Customer shall be liable to Workforce for an amount equal to the amounts paid by Workforce to the Workforce Staff Member in the 1. Definitions prior year. 1.1. "Deliverables" shall mean any materials produced or 6. Confidentiality. Except for disclosures as required by law, provided to Customer by Workforce under this Agreement,including each party shall maintain as confidential and shall not disclose or use but not limited to project plans, software, configurations, for purposes other than as intended in this Agreement, any documentation,status reports,or other items requested by Customer. Deliverables, financial, business, or other information marked For the sake of clarity,Deliverables does not include hardware nor confidential (collectively the"Confidential Information")except to software and documentation which Customer may have licensed from those employees, contractors, legal or financial consultants and Workforce or other party under separate contract. auditors of the recipient and its affiliates who need to know such 1.2. "Professional Services"shall mean all work performed on Confidential Information in connection with the recipient's behalf of Customer by Workforce. By way of illustration,and without performance of its rights and obligations under the Agreement or in limitation, this includes technical services to install or configure the normal course of its business. Each party shall protect such software, project management, developing status reports and Confidential Information with no less care than it would exercise to timelines, telephone calls, responding to e-mail, analysis and protect its own confidential information of a like nature, and in all preparation of estimates for Professional Services,training,software cases,at least a reasonable degree of care. Breach of the obligations development,requirements analysis,documentation,support,or any in this paragraph may cause irreparable damage and therefore, in other services requested by Customer. addition to all other remedies available at law or in equity,each party 1.3. "Intellectual Property Rights"shall mean copyrights,trade shall have the right to seek equitable and injunctive relief for such secrets, patents, and other intellectual property rights or portion breach. In addition,each party hereunder shall be liable under this thereof. Agreement to the other in the event of any breach of this article by its affiliates, its or its affiliates' employees, and its or its affiliates' 2. Service Fees and Expenses. Customer is engaging Workforce contractors or legal and financial consultants and auditors. The non- as an independent contractor for purpose of having Workforce disclosure obligations shall continue after the termination of this provide Professional Services to Customer. Unless indicated Agreement. Notwithstanding anything herein to the contrary, the otherwise in a Statement of Work, Customer shall pay for parties agree that the Deliverables are trade secrets of Workforce and Professional Services delivered and travel time on a time and shall be exempt from any disclosure pursuant to Nebraska Revised materials basis to Workforce or its designated representative, plus Statutes§84-712.01,et seq.or any other Freedom of Information Act applicable taxes. Customer shall also reimburse Workforce for travel In the event that Licensee receives a request or demand for disclosure expenses(including a per-diem fee for food and miscellaneous items of the Deliverables,Licensee shall notify Workforce of such request at State of Nebraska approved rates), express delivery, and in writing at least ten(10)business days prior to any disclosure so that extraordinary phone expenses. Workforce shall use the lowest cost Workforce may seek a protective order or other injunctive relief travel method and itinerary when considering both the cost of the barring such disclosure. Licensee's written notice to Workforce shall itinerary and the consultants'billing rates. Workforce shall follow all provide details relating to the requested disclosure, including the Customer travel policies and utilize Customer discounted rates with identity of the person or entity that has requested the disclosure and a airlines, hotels, or car rental firms. All invoices submitted shall be description of what Licensee intends to disclose. due Net 30. If Customer reasonably disputes an invoice,Customer must pay the undisputed amount when due and submit written notice of the disputed amount(with details of the nature of the dispute and 7. LIIMTED WARRANTY. WORKFORCE WARRANTS IT the invoice(s)disputed)within 30 days of receipt of the invoice. WILL PROVIDE THE SERVICES IN A PROFESSIONAL AND 3. Rights to Developments. Workforce shall own all rights and WORKMANLIKE MANNER,CONSISTENT WITH STANDARDS interest in the Deliverables which incorporate any pre-existing IN THE INDUSTRY. OTHER THAN THIS WARRANTY, Workforce materials. Customer is granted royalty free, perpetual, WORKFORCE MAKES NO OTHER WARRANTY WITH worldwide rights to use such Deliverables upon full payment of all RESPECT TO THE DELIVERABLES OR SERVICES TO BE fees and expenses due under this Agreement. All other Deliverables PROVIDED HEREUNDER, OR WORKFORCE'S shall be considered works made for hire and shall be owned by PERFORMANCE OF SERVICES UNDER THIS AGREEMENT, Customer. EXPRESS OR IMPLIED, AND WORKFORCE HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF 4. Independent Contractor Status. Workforce and Customer MERCHANTABILITY AND FITNESS FOR A PARTICULAR (the "Parties") shall, for all purposes hereunder, be considered PURPOSE. WORKFORCE DOES NOT WARRANT OR independent contractors. This Agreement is not intended in any REPRESENT THAT THE DELIVERABLES OR ANY PORTION manner to create the relationship of principal and agent between the THEREOF WILL BE ERROR FREE. Parties,nor shall this Agreement be deemed to establish a partnership 8 Limitation of Liability. In no event shall Workforce be liable or joint venture. Neither party shall have the power, expressed or for any loss of profits, loss of use, loss of data, interruption of implied, to obligate or bind the other in any manner whatsoever, business or indirect,special,incidental or consequential damages of Agreement#:MCA-20070724 Page: 1 WOFKFORCE WORKFORCE SOFTWARE MASTER CONSULTING SERVICES AGREEMENT f+Mrww rime.M Mx*6mem any kind in connection with or arising out of the furnishing, avail itself of such excuse,such party must act diligently to remedy performance or use of the Deliverables, or services acquired from the cause of,or to mitigate such delay or failure. Workforce on any theory of liability,including whether alleged as a 11.2. Any notice to be sent relating to this Agreement shall be in breach of contract or any tortious conduct. The limitation of liability writing and mailed to the other party by certified mail,return receipt specified in this paragraph apply regardless of the cause or requested. This Agreement contains the entire agreement of the circumstances giving rise to such losses or damages, including parties with respect to its subject matter,and there are no promises, without limitation, whether Workforce has been advised of the conditions,representations or warranties except as expressly set forth possibility of damages,the damages are foreseeable, or the alleged herein. This Agreement may be modified or amended only by written breach or default is a fundamental breach or breach of a fundamental instrument executed by both parties. No terms, provisions or term. Workforce's liability hereunder for damages shall not,in any conditions of any purchase order that Customer may use in connection event, exceed the amounts paid by Customer to Workforce for with this Agreement shall have any effect on the rights, duties or Deliverables or services as to which the claim arose. obligations of either party. 9. Indemnifications. Workforce shall,at its expense,indemnify, 11.3. No term or provision of this Agreement shall be deemed defend and hold Customer harmless from and against any claim that waived,and no breach excused,unless such waiver or consent shall an unaltered Deliverable infringes an Intellectual Property Right; be in writing and signed by the party claimed to have waived or con- provided,however,that(a)Customer promptly notifies Workforce of sented. Any consent by any party to,or waiver of,a breach by the any such claim,and(b)permits Workforce to defend with counsel of other party,whether express or implied,shall not constitute a consent its own choice,and(c)Customer gives Workforce such information to or waiver of any different or subsequent breach. If a court of and/or assistance in the defense thereof as Workforce may reasonably competent jurisdiction holds any provision of this Agreement to be request, and (d) Customer promptly installs new versions of the illegal,unenforceable,or invalid in whole or in part for any reason, Deliverables and destroys old versions of the Deliverables upon the validity and enforceability of the remaining provisions,or portions notice by Workforce that an older version of the Deliverable may of them, will not be affected, unless an essential purpose of this contain a violation of a third party's Intellectual Property Rights. The Agreement would be defeated by the loss of the illegal,unenforceable, foregoing constitutes the entire liability of Workforce and sole remedy or invalid provision. The headings and titles in this Agreement are for of Customer with respect to any claims or actions based in whole or in convenience only and shall have no meaning on the terms of this part upon infringement or violation of an Intellectual Property Right Agreement. This Agreement binds and enures to the benefit of the of any third party. Notwithstanding the aforementioned, if a parties hereto and their respective successors and permitted assigns. Deliverable is determined or adjudged to infringe an Intellectual The parties agree that facsimile counterpart signatures are acceptable. Property Right,Workforce shall,at its expense and election either(i) procure the right for Customer to continue using the Deliverable,(ii) 11.4. Except for actions for nonpayment or breach of replace the Deliverable with a functionally equivalent non-infringing Workforce's proprietary rights,no action arising out of any claimed product, (iii)modify the Deliverable so that it is non-infringing,or breach of this Agreement or transactions under this Agreement may (iv)refund the fees paid to Workforce for the Deliverable. be brought by either party more than one(1)year after the cause of action has accrued. Customer shall be liable for breaches of its 10. Customer Responsibilities. Customer has sole responsibility affiliates and contractors under this Agreement. for making backup copies of data, files, and programs and shall employ all necessary security measures to ensure their valuable 12. Termination. Either party may terminate this Agreement upon information is kept secure from unauthorized or accidental erasure or thirty (30) days written notice to the other party, except that changes. Customer has sole responsibility to obtain its own legal Workforce may not terminate this Agreement if Customer is not in advice regarding labor regulations and ensure on an ongoing basis breach of this Agreement and agreed upon services or Deliverables that its use of Workforce's software or Deliverables is in compliance have not been provided to Customer. Customer shall continue to be with such regulations. Customer shall indemnify and hold Workforce responsible for payment for work performed prior to termination, harmless from claims and demands of its employees or former including if applicable,payment on a time and materials basis for any employees arising from the use by Customer of the Deliverables. agreed upon services or Deliverables for which Workforce has not yet been paid. Sections 2,3,5,6,7,8,9, 10, 11, 12,and 13 shall survive 11. General Provisions the termination of this Agreement. 11.1. Neither party shall incur any liability to the other party on IN WITNESS WHEREOF,the parties hereto have executed account of any loss or damage resulting from any delay or failure to this Agreement and the Schedules indicated below. perform all or any part of this Agreement,where such delay or failure is caused, in whole or in part, by events, occurrences or causes be and the reasonable control of such 'art ; I rovided that in order to CUSTOMER WORKFORCE SOFTWARE,INC. Date: O'F ali .2607' Date: p>9'/1 /O7 Signature: )1r�-.&e ;4 Signature: ,�,tiu Printed Name: mike Fahey Printed Name: Kevin Choksi Title: Mayor Title: -Managing Director APPROVED AS TO FORM: , c--4 . 2___ (, . AT�'')RN Y ASSISTANT CITY 0 4‘o. ' /07���' Agreement#:MCA-20070724 aster Brown,'City Clerk 3'gG•2 WORKFORCE SOF TWARE • Statement of Work("SOW") Enterprise Time and Attendance Systems This Statement of Work specifies services that Workforce Software Customer: City of Omaha ("Workforce")will perform for"Customer"and related deliverables to be provided under the terms and conditions of the Master SOW Effective Date: Consulting Services Agreement(the"Agreement"). Revision: 3 Services Provided Workforce will provide the following services to train and/or assist Customer in implementing the EmpCenterTM time and attendance software. Services will be performed based on Workforce's standard implementation methodology as described in "Workforce Implementation Methodology—Rev 5"and as discussed and refined with Customer throughout this project. 1. Project management 2. Conference Room Pilot and Requirements Analysis 3. Software Configuration 4. Hardware Configuration of biometric readers and IVR 5. Training 6. Assistance in test plan development 7. Assistance in system testing The fees presented herein are based on a preliminary scope and understanding of the Customer's requirements as provided to Workforce in the RFP. Additional information shall be obtained from Customer during the implementation. Timeline 1. Actual scheduling of Workforce consultants and project dates are dependant upon the date this SOW is actually executed. Upon execution,the Workforce Project Manager will provide you with actual dates. Workforce typically able to schedule its consultants to begin work within 1-2 weeks of the execution of a SOW. 2. Workforce's project manager shall develop a more detailed project plan with timelines upon the execution of the SOW and initial project planning meetings with the Customer. Deliverables Workforce will provide the following deliverables under this SOW: 1. Completed Requirements Specification(unless Customer chooses to provide this itself) 2. System Configuration meeting the items specified in the Requirements Specification 3. Hardware configuration of the biometric readers and the IVR 4. Other items as mutually agreed to during the implementation Implementation Fees Workforce Software has prepared the following good faith estimate of the work effort to perform the services described herein. Services Summary Service Category Hours List Rate/Flour List Price Re.uirementsAnal sis 338 $219.50 $74,126 Confi•uration 648 $162.33 $105,136 Testin:Assistance 485 $174.67 $84,768 Pro'ectMana•ement 148 $220.00 $32,498 Technical Assistance 19 $187.00 $3 472 Total 1637 $300,000 Fees are to be accrued on a time and materials basis but billed as specified below. Customer shall receive a 17.5%discount applied to the billing rates until$300,000 in gross billings has occurred. The estimated net cost to the Customer shall accordingly be$247,700. Training Fees Workforce Software will provide the training below for an estimated$7,480. Training Type/Course Hours General system operations 10 Administrative procedures 10 Report writer training 10 Database schema training 10 Statement of Work • Page: 1 r actions based in whole or in convenience only and shall have no meaning on the terms of this part upon infringement or violation of an Intellectual Property Right Agreement. This Agreement binds and enures to the benefit of the of any third party. Notwithstanding the aforementioned, if a parties hereto and their respective successors and permitted assigns. Deliverable is determined or adjudged to infringe an Intellectual The parties agree that facsimile counterpart signatures are acceptable. Property Right,Workforce shall,at its expense and election either(i) procure the right for Customer to continue using the Deliverable,(ii) 11.4. Except for actions for nonpayment or breach of replace the Deliverable with a functionally equivalent non-infringing Workforce's proprietary rights,no action arising out of any claimed product, (iii)modify the Deliverable so that it is non-infringing,or breach of this Agreement or transactions under this Agreement may (iv)refund the fees paid to Workforce for the Deliverable. be brought by either party more than one(1)year after the cause of action has accrued. Customer shall be liable for breaches of its 10. Customer Responsibilities. Customer has sole responsibility affiliates and contractors under this Agreement. for making backup copies of data, files, and programs and shall employ all necessary security measures to ensure their valuable 12. Termination. Either party may terminate this Agreement upon information is kept secure from unauthorized or accidental erasure or thirty (30) days written notice to the other party, except that changes. Customer has sole responsibility to obtain its own legal Workforce may not terminate this Agreement if Customer is not in advice regarding labor regulations and ensure on an ongoing basis breach of this Agreement and agreed upon services or Deliverables that its use of Workforce's software or Deliverables is in compliance have not been provided to Customer. Customer shall continue to be with such regulations. Customer shall indemnify and hold Workforce responsible for payment for work performed prior to termination, harmless from claims and demands of its employees or former including if applicable,payment on a time and materials basis for any employees arising from the use by Customer of the Deliverables. agreed upon services or Deliverables for which Workforce has not yet been paid. Sections 2,3,5,6,7,8,9, 10, 11, 12,and 13 shall survive 11. General Provisions the termination of this Agreement. 11.1. Neither party shall incur any liability to the other party on IN WITNESS WHEREOF,the parties hereto have executed account of any loss or damage resulting from any delay or failure to this Agreement and the Schedules indicated below. perform all or any part of this Agreement,where such delay or failure is caused, in whole or in part, by events, occurrences or causes be and the reasonable control of such 'art ; I rovided that in order to CUSTOMER WORKFORCE SOFTWARE,INC. Date: O'F ali .2607' Date: p>9'/1 /O7 Signature: )1r�-.&e ;4 Signature: ,�,tiu Printed Name: mike Fahey Printed Name: Kevin Choksi Title: Mayor Title: -Managing Director APPROVED AS TO FORM: , c--4 . 2___ (, . AT�'')RN Y ASSISTANT CITY 0 4‘o. ' /07���' Agreement#:MCA-20070724 aster Brown,'City Clerk 3'gG•2 WORKFORCE Statement of Work("SOW") SOFTWARE Enterprise Time and Attendance Systems Training Type/Course Hours Totals 40 Training fees include time for classroom time and some limited classroom preparation. Additional time(and costs)may be required for special course materials,special preparation using Customer specific datasets, or other special Customer needs. Training fees are based on a Workforce Implementation Consultant 1 performing training. Customer may request or Workforce may recommend a person with a higher or lower billing rate to perform training in which case costs will be adjusted accordingly. Fees and expenses shall be accrued as incurred on a time and materials basis,but billed as specified below. Fees and Expenses Fees are based on the then current consulting rates for each consultant deployed to the Customer. Workforce may substitute staff of higher or lower billing rates than anticipated herein and such substitutions may result in higher or lower costs for any particular phase of the project. Such substitutions are done as reasonably necessary to deliver services in a timely manner based on staff availability. Workforce's policy is to deliver the best value to the Customer for the work performed based on the available staff at the time. Any and all other fees and expenses as per the Agreement for both implementation services and training services apply. Payment Terms 1. Fees will accrue as services are delivered 2. Services delivered through 12/31/2007 shall be invoiced and paid on January 1,2008. 3. Services delivered after 12/31/2007 shall be invoiced bi-weekly and Customer shall pay such amounts as per the Agreement. 4. Fees for travel expenses will be paid as incurred. Except as expressly set forth herein,the terms and conditions of the Agreement remain in full force and effect. CUSTOMER WORKFORCE SOFTWARE,INC. Date: 4044I 015 e2 oci7 Date: 9 f Z(,f 0 7 )101-4)04 Signature: 3 Signature: OA- Printed Name: Mike Fahey Printed Name: (1CJ10 CKoKS) Title: Mayor Title: C,C 0 <<END OF DOCUMENT>> APPROVED AS TO FORM: ASSISTANT CITY ATTOR EY wL ATTESTS ,- • Buster Brown, ity clerk Statement of Work Page:2 Services Summary Service Category Hours List Rate/Flour List Price Re.uirementsAnal sis 338 $219.50 $74,126 Confi•uration 648 $162.33 $105,136 Testin:Assistance 485 $174.67 $84,768 Pro'ectMana•ement 148 $220.00 $32,498 Technical Assistance 19 $187.00 $3 472 Total 1637 $300,000 Fees are to be accrued on a time and materials basis but billed as specified below. Customer shall receive a 17.5%discount applied to the billing rates until$300,000 in gross billings has occurred. The estimated net cost to the Customer shall accordingly be$247,700. Training Fees Workforce Software will provide the training below for an estimated$7,480. Training Type/Course Hours General system operations 10 Administrative procedures 10 Report writer training 10 Database schema training 10 Statement of Work • Page: 1 r actions based in whole or in convenience only and shall have no meaning on the terms of this part upon infringement or violation of an Intellectual Property Right Agreement. This Agreement binds and enures to the benefit of the of any third party. Notwithstanding the aforementioned, if a parties hereto and their respective successors and permitted assigns. Deliverable is determined or adjudged to infringe an Intellectual The parties agree that facsimile counterpart signatures are acceptable. Property Right,Workforce shall,at its expense and election either(i) procure the right for Customer to continue using the Deliverable,(ii) 11.4. Except for actions for nonpayment or breach of replace the Deliverable with a functionally equivalent non-infringing Workforce's proprietary rights,no action arising out of any claimed product, (iii)modify the Deliverable so that it is non-infringing,or breach of this Agreement or transactions under this Agreement may (iv)refund the fees paid to Workforce for the Deliverable. be brought by either party more than one(1)year after the cause of action has accrued. Customer shall be liable for breaches of its 10. Customer Responsibilities. Customer has sole responsibility affiliates and contractors under this Agreement. for making backup copies of data, files, and programs and shall employ all necessary security measures to ensure their valuable 12. Termination. Either party may terminate this Agreement upon information is kept secure from unauthorized or accidental erasure or thirty (30) days written notice to the other party, except that changes. Customer has sole responsibility to obtain its own legal Workforce may not terminate this Agreement if Customer is not in advice regarding labor regulations and ensure on an ongoing basis breach of this Agreement and agreed upon services or Deliverables that its use of Workforce's software or Deliverables is in compliance have not been provided to Customer. Customer shall continue to be with such regulations. Customer shall indemnify and hold Workforce responsible for payment for work performed prior to termination, harmless from claims and demands of its employees or former including if applicable,payment on a time and materials basis for any employees arising from the use by Customer of the Deliverables. agreed upon services or Deliverables for which Workforce has not yet been paid. Sections 2,3,5,6,7,8,9, 10, 11, 12,and 13 shall survive 11. General Provisions the termination of this Agreement. 11.1. Neither party shall incur any liability to the other party on IN WITNESS WHEREOF,the parties hereto have executed account of any loss or damage resulting from any delay or failure to this Agreement and the Schedules indicated below. perform all or any part of this Agreement,where such delay or failure is caused, in whole or in part, by events, occurrences or causes be and the reasonable control of such 'art ; I rovided that in order to CUSTOMER WORKFORCE SOFTWARE,INC. Date: O'F ali .2607' Date: p>9'/1 /O7 Signature: )1r�-.&e ;4 Signature: ,�,tiu Printed Name: mike Fahey Printed Name: Kevin Choksi Title: Mayor Title: -Managing Director APPROVED AS TO FORM: , c--4 . 2___ (, . AT�'')RN Y ASSISTANT CITY 0 4‘o. ' /07���' Agreement#:MCA-20070724 aster Brown,'City Clerk 3'gG•2 0 • 0 rt C C C t. r� com co \ N a x Q x. 1 N N "MI u n • Z Z m I Om p G m H v a O Z Z z GI (11) A m • 11 CIao a�' pP2, 5' a a 0 � � � < � z Xi � 50 .• P 5' 2 OCD A O O C 0 co O h7 `• o 'C n a A- c(D mt°.. 0 a7,1 O "b p' 'v, - °' .CD w 0 Z �� u0l a E• x , 5 a g o z re �. • CD CD 1 c'�o o cD . a Z - x "� � ,ri z o Q. o co w C m o Eo OOP CD p.; . °' o O G) v\ •-• 5," rD '0 " o o << w cD p,,,-, (.I' ''L. ri• " 'c 3 .0. w '") (i, \ 0 r N n '.• 8 Al CD CD a' g ° • w o' '0 q '" O cn cD 0 A CD p cD w' 0. ~' o w w �. o• o . iD .."' a0 $. p. o o Cl " o 1' _ F Ti 7' % cu' p fl'I v :41z r WAm - N (6 A 0 �� r IT k z ices apply. Payment Terms 1. Fees will accrue as services are delivered 2. Services delivered through 12/31/2007 shall be invoiced and paid on January 1,2008. 3. Services delivered after 12/31/2007 shall be invoiced bi-weekly and Customer shall pay such amounts as per the Agreement. 4. Fees for travel expenses will be paid as incurred. Except as expressly set forth herein,the terms and conditions of the Agreement remain in full force and effect. CUSTOMER WORKFORCE SOFTWARE,INC. Date: 4044I 015 e2 oci7 Date: 9 f Z(,f 0 7 )101-4)04 Signature: 3 Signature: OA- Printed Name: Mike Fahey Printed Name: (1CJ10 CKoKS) Title: Mayor Title: C,C 0 <<END OF DOCUMENT>> APPROVED AS TO FORM: ASSISTANT CITY ATTOR EY wL ATTESTS ,- • Buster Brown, ity clerk Statement of Work Page:2 Services Summary Service Category Hours List Rate/Flour List Price Re.uirementsAnal sis 338 $219.50 $74,126 Confi•uration 648 $162.33 $105,136 Testin:Assistance 485 $174.67 $84,768 Pro'ectMana•ement 148 $220.00 $32,498 Technical Assistance 19 $187.00 $3 472 Total 1637 $300,000 Fees are to be accrued on a time and materials basis but billed as specified below. Customer shall receive a 17.5%discount applied to the billing rates until$300,000 in gross billings has occurred. The estimated net cost to the Customer shall accordingly be$247,700. Training Fees Workforce Software will provide the training below for an estimated$7,480. Training Type/Course Hours General system operations 10 Administrative procedures 10 Report writer training 10 Database schema training 10 Statement of Work • Page: 1 r actions based in whole or in convenience only and shall have no meaning on the terms of this part upon infringement or violation of an Intellectual Property Right Agreement. This Agreement binds and enures to the benefit of the of any third party. Notwithstanding the aforementioned, if a parties hereto and their respective successors and permitted assigns. Deliverable is determined or adjudged to infringe an Intellectual The parties agree that facsimile counterpart signatures are acceptable. Property Right,Workforce shall,at its expense and election either(i) procure the right for Customer to continue using the Deliverable,(ii) 11.4. Except for actions for nonpayment or breach of replace the Deliverable with a functionally equivalent non-infringing Workforce's proprietary rights,no action arising out of any claimed product, (iii)modify the Deliverable so that it is non-infringing,or breach of this Agreement or transactions under this Agreement may (iv)refund the fees paid to Workforce for the Deliverable. be brought by either party more than one(1)year after the cause of action has accrued. Customer shall be liable for breaches of its 10. Customer Responsibilities. Customer has sole responsibility affiliates and contractors under this Agreement. for making backup copies of data, files, and programs and shall employ all necessary security measures to ensure their valuable 12. Termination. Either party may terminate this Agreement upon information is kept secure from unauthorized or accidental erasure or thirty (30) days written notice to the other party, except that changes. Customer has sole responsibility to obtain its own legal Workforce may not terminate this Agreement if Customer is not in advice regarding labor regulations and ensure on an ongoing basis breach of this Agreement and agreed upon services or Deliverables that its use of Workforce's software or Deliverables is in compliance have not been provided to Customer. Customer shall continue to be with such regulations. Customer shall indemnify and hold Workforce responsible for payment for work performed prior to termination, harmless from claims and demands of its employees or former including if applicable,payment on a time and materials basis for any employees arising from the use by Customer of the Deliverables. agreed upon services or Deliverables for which Workforce has not yet been paid. Sections 2,3,5,6,7,8,9, 10, 11, 12,and 13 shall survive 11. General Provisions the termination of this Agreement. 11.1. Neither party shall incur any liability to the other party on IN WITNESS WHEREOF,the parties hereto have executed account of any loss or damage resulting from any delay or failure to this Agreement and the Schedules indicated below. perform all or any part of this Agreement,where such delay or failure is caused, in whole or in part, by events, occurrences or causes be and the reasonable control of such 'art ; I rovided that in order to CUSTOMER WORKFORCE SOFTWARE,INC. Date: O'F ali .2607' Date: p>9'/1 /O7 Signature: )1r�-.&e ;4 Signature: ,�,tiu Printed Name: mike Fahey Printed Name: Kevin Choksi Title: Mayor Title: -Managing Director APPROVED AS TO FORM: , c--4 . 2___ (, . AT�'')RN Y ASSISTANT CITY 0 4‘o. ' /07���' Agreement#:MCA-20070724 aster Brown,'City Clerk 3'gG•2 • THE DAILY RECORD 'NOTICE TO PUBLIC' The following Ordinance has been set for OF OM1�[lt�A I A City Council hearing on Octobitr 16,2007, at• D in the Legislative Chambers, Omaha/Douglas Civic Center, 1819 Farnam RONALD A. HENNINGSEN, Publisher Street, at which hearing all persons PROOF OF PUBLICATION interested,mayaybe heard. AN ORDINANCE to authorize entry into Agreements with Workforce Software, Inc., involving the payment of money from UNITED STATES OF AMERICA, appropriations of more than one year in The State of Nebraska, accordance with Section 5.17 of the HomeSS. Rule Charter of the City of Omaha, as District of Nebraska, amended, to provide for the purchase and implementation of the EmpCenter Time and County of Douglas, Attendance System for a five year period for City of Omaha, a total cost of approximately 9810,000 over the term of the Agreements; the funds for this service shall be paid by the Finance J.BOYD Department, General Fund 11111, General Expense 119014; and to provide the effective being duly sworn,deposes and says that she is date hereof. BUSTER BROWN, City Clerk LEGAL EDITOR 10-5-07 of THE DAILY RECORD, of Omaha, a legal newspaper, printed and published daily in the English language, having a bona fide paid circulation in Douglas County in excess of 300 copies, printed in Omaha,in said County of Douglas,for more than fifty-two weeks last past; that the printed notice hereto attached was published in THE DAILY RECORD,of Omaha,on October 5, 2007 That s ' dstem, � er during that time was regularly published and in ge Q�l\Aiik.L a the County r •ouglas,and State of Nebraska. GEN .. ERA,(' of• i Subscri in my presence and sworn to before NcyT ssI N 1' 5th P her's(F, me this day of EgIRED • October 07 A itioimd Copies $ it 6 0� it OF N- No b ' n d r ouglas County, State of Nebraska VED AS TO FORM: ASSISTANT CITY ATTOR EY wL ATTESTS ,- • Buster Brown, ity clerk Statement of Work Page:2 Services Summary Service Category Hours List Rate/Flour List Price Re.uirementsAnal sis 338 $219.50 $74,126 Confi•uration 648 $162.33 $105,136 Testin:Assistance 485 $174.67 $84,768 Pro'ectMana•ement 148 $220.00 $32,498 Technical Assistance 19 $187.00 $3 472 Total 1637 $300,000 Fees are to be accrued on a time and materials basis but billed as specified below. Customer shall receive a 17.5%discount applied to the billing rates until$300,000 in gross billings has occurred. The estimated net cost to the Customer shall accordingly be$247,700. Training Fees Workforce Software will provide the training below for an estimated$7,480. Training Type/Course Hours General system operations 10 Administrative procedures 10 Report writer training 10 Database schema training 10 Statement of Work • Page: 1 r actions based in whole or in convenience only and shall have no meaning on the terms of this part upon infringement or violation of an Intellectual Property Right Agreement. This Agreement binds and enures to the benefit of the of any third party. Notwithstanding the aforementioned, if a parties hereto and their respective successors and permitted assigns. Deliverable is determined or adjudged to infringe an Intellectual The parties agree that facsimile counterpart signatures are acceptable. Property Right,Workforce shall,at its expense and election either(i) procure the right for Customer to continue using the Deliverable,(ii) 11.4. Except for actions for nonpayment or breach of replace the Deliverable with a functionally equivalent non-infringing Workforce's proprietary rights,no action arising out of any claimed product, (iii)modify the Deliverable so that it is non-infringing,or breach of this Agreement or transactions under this Agreement may (iv)refund the fees paid to Workforce for the Deliverable. be brought by either party more than one(1)year after the cause of action has accrued. Customer shall be liable for breaches of its 10. Customer Responsibilities. Customer has sole responsibility affiliates and contractors under this Agreement. for making backup copies of data, files, and programs and shall employ all necessary security measures to ensure their valuable 12. Termination. Either party may terminate this Agreement upon information is kept secure from unauthorized or accidental erasure or thirty (30) days written notice to the other party, except that changes. Customer has sole responsibility to obtain its own legal Workforce may not terminate this Agreement if Customer is not in advice regarding labor regulations and ensure on an ongoing basis breach of this Agreement and agreed upon services or Deliverables that its use of Workforce's software or Deliverables is in compliance have not been provided to Customer. Customer shall continue to be with such regulations. Customer shall indemnify and hold Workforce responsible for payment for work performed prior to termination, harmless from claims and demands of its employees or former including if applicable,payment on a time and materials basis for any employees arising from the use by Customer of the Deliverables. agreed upon services or Deliverables for which Workforce has not yet been paid. Sections 2,3,5,6,7,8,9, 10, 11, 12,and 13 shall survive 11. General Provisions the termination of this Agreement. 11.1. Neither party shall incur any liability to the other party on IN WITNESS WHEREOF,the parties hereto have executed account of any loss or damage resulting from any delay or failure to this Agreement and the Schedules indicated below. perform all or any part of this Agreement,where such delay or failure is caused, in whole or in part, by events, occurrences or causes be and the reasonable control of such 'art ; I rovided that in order to CUSTOMER WORKFORCE SOFTWARE,INC. Date: O'F ali .2607' Date: p>9'/1 /O7 Signature: )1r�-.&e ;4 Signature: ,�,tiu Printed Name: mike Fahey Printed Name: Kevin Choksi Title: Mayor Title: -Managing Director APPROVED AS TO FORM: , c--4 . 2___ (, . AT�'')RN Y ASSISTANT CITY 0 4‘o. ' /07���' Agreement#:MCA-20070724 aster Brown,'City Clerk 3'gG•2 "NOTICE TO PUBLIC" THE DAILY RECORD ORDINANCE NO.37876 AN ORDINANCE to authorize entry into OF OMAHA Agreements with Workforce Software,iInc. 1 involving the ofpayment ore o money RONALD A. HENNINGSEN, Publisher appropriations of more than one year in Ruler ha with Sectionthe 5.17 of thme Home PROOF OF PUBLICATION Rule Charter of the City of Omaha, as amended, to provide for the purchase and Attendance o the aEmfveyear re and UNITED STATES OF AMERICA, Attendance System for five year period for a total cost of approximately 5810,000 over The State of Nebraska, the term of the Agreements; the funds for SS. this service shall be paid by the Finance District of Nebraska, Department, General Fund 11111, General County of Douglas, Expense 119014; and to provide the effective date hereof. City of Omaha, SUMMARY: into AN ORDINANCE to authorize entry Agreements with Workforce Software, Inc., J. BOYD involving the payment of money from appropriations of more than one year in being duly sworn,deposes and says that she is accordance with Section 5.17 of the Home Rule Charter of the City of Omaha, as. LEGAL EDITOR amended, to provide for the purchase and implementation of the EmpCenter Time and Attendance System for a five year period for of THE DAILY RECORD, of Omaha, a legal newspaper, printed and a total cost of approximately $810,000 over the term of the Agreements; the funds for published daily in the English language, having a bona fide paid this service shall be paid by the Finance circulation in Douglas County in excess of 300 copies, printed in Department, General Fund 11111, General Expense 119014; and to provide the effective Omaha,in said County of Douglas,for more than fifty-two weeks last date hereof. past; that the printed notice hereto attached was published in THE PASSED: October 23,2007,7-0 DAILY RECORD,of Omaha,on APPROVEDF BY: 10/25/07 MAAYORYOR O OF THE MIKE October 31 , 2007 CITY OF OMAHA BUSTER BROWN, City Clerk 10-31-07 ------------ That s,' aper during that time was regularly published and in ga;• 8f in the County of Dou / • to of Nebraska. Y{ j/. .:c.'N�R� �• ',C a Subscribed hi , pence and sworn to before blii•her' is��$ 6 .0 me this 31 S t ay of t,d tAinal Copies $9: 7 Oct✓ e rd 07 +elk%‘7``E OF`v u Statn e of Nebraska las County, 32,498 Technical Assistance 19 $187.00 $3 472 Total 1637 $300,000 Fees are to be accrued on a time and materials basis but billed as specified below. Customer shall receive a 17.5%discount applied to the billing rates until$300,000 in gross billings has occurred. The estimated net cost to the Customer shall accordingly be$247,700. Training Fees Workforce Software will provide the training below for an estimated$7,480. Training Type/Course Hours General system operations 10 Administrative procedures 10 Report writer training 10 Database schema training 10 Statement of Work • Page: 1 r actions based in whole or in convenience only and shall have no meaning on the terms of this part upon infringement or violation of an Intellectual Property Right Agreement. This Agreement binds and enures to the benefit of the of any third party. Notwithstanding the aforementioned, if a parties hereto and their respective successors and permitted assigns. Deliverable is determined or adjudged to infringe an Intellectual The parties agree that facsimile counterpart signatures are acceptable. Property Right,Workforce shall,at its expense and election either(i) procure the right for Customer to continue using the Deliverable,(ii) 11.4. Except for actions for nonpayment or breach of replace the Deliverable with a functionally equivalent non-infringing Workforce's proprietary rights,no action arising out of any claimed product, (iii)modify the Deliverable so that it is non-infringing,or breach of this Agreement or transactions under this Agreement may (iv)refund the fees paid to Workforce for the Deliverable. be brought by either party more than one(1)year after the cause of action has accrued. Customer shall be liable for breaches of its 10. Customer Responsibilities. Customer has sole responsibility affiliates and contractors under this Agreement. for making backup copies of data, files, and programs and shall employ all necessary security measures to ensure their valuable 12. Termination. Either party may terminate this Agreement upon information is kept secure from unauthorized or accidental erasure or thirty (30) days written notice to the other party, except that changes. Customer has sole responsibility to obtain its own legal Workforce may not terminate this Agreement if Customer is not in advice regarding labor regulations and ensure on an ongoing basis breach of this Agreement and agreed upon services or Deliverables that its use of Workforce's software or Deliverables is in compliance have not been provided to Customer. Customer shall continue to be with such regulations. Customer shall indemnify and hold Workforce responsible for payment for work performed prior to termination, harmless from claims and demands of its employees or former including if applicable,payment on a time and materials basis for any employees arising from the use by Customer of the Deliverables. agreed upon services or Deliverables for which Workforce has not yet been paid. Sections 2,3,5,6,7,8,9, 10, 11, 12,and 13 shall survive 11. General Provisions the termination of this Agreement. 11.1. Neither party shall incur any liability to the other party on IN WITNESS WHEREOF,the parties hereto have executed account of any loss or damage resulting from any delay or failure to this Agreement and the Schedules indicated below. perform all or any part of this Agreement,where such delay or failure is caused, in whole or in part, by events, occurrences or causes be and the reasonable control of such 'art ; I rovided that in order to CUSTOMER WORKFORCE SOFTWARE,INC. Date: O'F ali .2607' Date: p>9'/1 /O7 Signature: )1r�-.&e ;4 Signature: ,�,tiu Printed Name: mike Fahey Printed Name: Kevin Choksi Title: Mayor Title: -Managing Director APPROVED AS TO FORM: , c--4 . 2___ (, . AT�'')RN Y ASSISTANT CITY 0 4‘o. ' /07���' Agreement#:MCA-20070724 aster Brown,'City Clerk 3'gG•2