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HomeMy WebLinkAbout2011-199 Finance - IMMIX Technology for Kronos Automated Time Keeping System~-j~~ ~.~ mmixTechno~ogylnc. Sales Quotation zsu6siriiaryof im~Sxtrcu37 David Cannel/ ORANGE ,COUNTY OF 200 South Cameron Street PO Box 8181 Hillsborough, NC 27278 PH: 919-245-2651 FAX: 919-644-3324 dcannellCcilco.oranae.nc.us Quote Number: QUO-213596-WSDFMO Quote Date: 6/8/2011 Expiration Date: 7/8/2011 Contract No.: GS-35F-0265X Contractor Type: Small Bu siness -Less Than CAGE Code: 3CA29 DUNS No.: 09-869-2374 TAX ID#: 54-1912608 Terms: NET 30 FOB: Destination Order/Payment Address: immixTechnology, Inc. 8444 Westpark Drive, Suite 200 McLean, VA 22102 PH: 703-752-0610 FX: 703-752-0613 EFT: BB&T Routing No. 055003308 immixTechnology, Inc. Contact: Witt, Lyn 703-663-1920 Iwitt@Immixgroup.com Manufacturer Quote #: Adams, Ra Manufacturer Contact: Y 336-414-3273 radams@kronos.com Manufacturer Ref #: REVISED 06/22/2011 PLEASE REFERENCE THIS QUOTE NUMBER ON ALL PURCHASE ORDERS ISSUED AGAINST THIS QUOTE. Fixed Fee Services: Notwithstanding anything to the contrary contained in the Sales, Software License and Services Agreement between Customer and Kronos, for the professional services set forth on this Order Form and further described in the Statement of Work (the "SOW'), Kronos agrees to complete the services described in the SOW for the fixed fee set forth herein, unless additional hours are required to complete the services described in the SOW due to a change in the scope of the project, Customer's delay in fulfilling its obligations, or as a result of a change in the complexity of the original scope of services based on information unknown at the time the parties entered into the SOW. Any such additional hours shall be agreed upon by the parties pursuant to the Change Order process described in the SOW and the fixed fee amount described herein shall be amended as provided in such Change Order. If immixTechnology has not invoiced Customer for the entire fixed fee amount as set forth on this Order Form (or a Change Order, if applicable) prior to completion of the services described in the SOW, upon completion of the services, immixTechnology will invoice Customer for any remaining fees up to the fixed fee amount and Customer shall pay such fees upon the payment terms agreed upon herein. MILESTONES: Line Items 35 TO 39: 20% -Plan Phase Sign-off 20% -Assess Phase Sign-off 20% -Solution Build Phase Sign-off 20% -Test and Certify Phase Sign-off 20% -Deploy and Support Phase Sign-off TRAVEL MUST BE APPROVED BY CUSTOMER IN ADVANCE. WHEN BILLING ANY OFF-HOUR OR PREMIUM CHARGES, THE CUSTOMER (ORANGE COUNTY, NC) BY OR THROUGH iMMIXTECHNOLOGY, WILL NEED TO GIVE WRITTEN CONFIRMATION PRIOR TO WORK BEING PERFORMED. THE EXTENDED WARRANTY VALUE FOR THE 4 MONTHS OF FREE MAINTENANCE IS X11,814.96 Item Part Number Contract Trans Type Product Description Qty Price Extended Price 1 8800079-000 GS-35F-0265X LIC Workforce Timekeeper v6 -per employee 1000 $42.12 $42,120.00 .5 All Pricing information is confidential .5 Page 1 of 3 .5 Quote # QUO-213596-WSDFMO mmxTechnology,lnc. Sales Quotation asubsidiaryof ~ itftmFrt£ircxan 2 8800079-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Timekeeper v6 - 1000 $8.60 $8,600.00 per employee 3 8800079-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Timekeeper v6 - 1000 $0.0 0 $0.00 per employee. 4 months F~ctended Warranty at no charge 4 8800082-000 GS-35F-0265X LIC Managers for Workforce Central v6 -per Mgr 150 $327.6 0 $49,140.00 5 8800082-000GM GS-35F-0265X MNT Gold Maintenance for Managers for Workforce 150 $67.0 3 $10,054.50 Central v6 -per Mgr 6 8800082-000GM GS-35F-0265X MNT Gold Maintenance for Managers for Workforce 150 $0.0 0 $0.00 Central v6 -per Mgr. 4 months Extended Warranty at no charge 7 8800081-000 GS-35F-0265X LIC Workforce Employee v6 -per employee 1000 $28.67 $28,670.00 8 8800081-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Employee v6 - 1000 $5.86 $5,860.00 per employee 9 8800081-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Employee v6 - 1000 $0.00 $0.00 per employee. 4 months Extended Warranty at no charge 10 8800080-000 GS-35F-0265X LIC Workforce Accruals v6 -per employee 1000 $16.38 $16,380.00 11 8800080-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Accruals v6 -per 1000 $3.36 $3,360.00 employee 12 8800080-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Accruals v6 -per 1000 $0.00 $0.00 employee. 4 months Extended Warranty at no charge 13 8800087-000 GS-35F-0265X LIC Workforce Record Manager V6 -per employee 1000 $4.10 $4,100.00 14 8800087-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Record Manager 1000 $0.84 $840.00 V6 -per employee 15 8800087-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Record Manager 1000 $0.00 $0.00 V6 -per employee. 4 months Extended Warranty at no charge 16 8800131-000 GS-35F-0265X LIC Workforce Integration Manager V6 -per 1000 $6.24 $6,240.00 Employee 17 8800131-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Integration 1000 $1.31 $1,310.00 Manager V6 -per Employee 18 8800131-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Integration 1000 $0.00 $0.00 Manager V6 -per Employee. 4 months Extended Warranty at no charge 19 8603083-001 GS-35F-0265X LIC Workforce Teletime v6 Digital TI 8, Port, Dialogic 1 $24,681.54 $24,681.54 20 8603083-001 GM GS-35F-0265X MNT Gold Maintenance for Workforce Teletime v6 1 $5,166.81 $5,166.81 Digital TI 8, Port, Dialogic 21 8603083-001GM GS-35F-0265X MNT Gold Maintenance for Workforce Teletime v6 1 $0.00 $0.00 Digital TI 8, Port, Dialogic. 4 months Extended Warranty at no charge 22 8800138-000 OPENMARKET- LIC Workforce Mobile Manager 25 $0.00 $0.00 I M 23 8800138-000GM OPENMARKET- MNT Gold Support for Workforce Mobile Manager 25 $10.14 $253 50 I M . 24 8800138-000GM OPENMARKET- MNT Gold Support for Workforce Mobile Manager. 4 25 $0.00 $0 00 I M months Extended Warranty at no charge . 25 8100040-001 OPENMARKET- OTH TeleTime V6.1 ESD Software Kit 1 $0.00 $0 00 I M . 26 8 100078-001 OPENMARKET- LIC ESD SW KIT,WFC SUITE V6.2. This ESD SW kit 1 $0.00 $0 00 I M i s required on all orders with 8800079-000 @ N/C. . 27 8 100103-001 O PENMARKET- L IC E SD SW KIT,WF MOBILE EE/MGR,MOBILE 1 $0.00 $0 00 I M A PPS V1,NGUI V6.2 . .5 All Pricing information is confidential .5 Page 2 of 3 .5 Quote # QUO-213596-WSDFMO mmixTechnol©gy, Inc. Sales Quotation :~: 28 asurnic~~ery ui 8100079-001 lmrFluurcngt OPENMARKET- LIC Next Generation User Interface ESD Software kit 1 $0.00 $0.00 IM v6.2 Group Total: $206,776.35 29 BAYG-ILT OPENMARKET- TR Generic Training Points to be used for any training 13725 $0.80 $10,980.00 IM class. Bill as you go Training Points (invoiced upon delivery or attendance) 30 ED- GS-35F-0265X LIC KnowledgePass Ed Services Subscription 400- 1 $1,616.51 $1,616.51 SUBSCRIPTION - 1500 31 9999607-0 OPENMARKET- TR WTK 6.2 Train the Trainer Program -Remote 3000 $1.00 $3,000.00 IM Delivery (up to 3 participants) Group Total: 515,596.51 32 99yu029-PRO GS-35F-0265X SVC Kronos Professional Services -per hour. 24 $215.00 $5,160.00 Teletime. 33 9990002-ONL GS-35F-0265X SVC Momentum Online Remote Team -Project 4 $152.18 $608.72 Manager 34 9990002-ONL GS-35F-0265X SVC Momentum Online Remote Team -Application 4 $152.18 $608.72 Consultant 35 9990002-ONL GS-35F-0265X SVC Momentum Online Remote Team -Plan Phase 76 $151.93 $11,546.00 Sign-off 36 9990002-ONL GS-35F-0265X SVC Momentum Online Remote Team -Assess Phase 76 $151.93 $11,546.00 Sign-off 37 9990002-ONL GS-35F-0265X SVC Momentum Online Remote Team -Solution Build 76 $151.93 $11,546.00 Phase Sign-off 38 9990002-ONL GS-35F-0265X SVC Momentum Online Remote Team -Test and 76 $151.93 $11,546.00 Certify Phase Sign-off 39 9990002-ONL GS-35F-0265X SVC Momentum Online Remote Team -Deploy and 76 $151.93 $11,546.00 Support Phase Sign-off Group Total: 564,107.44 ..,.~..~~ cn~ aen ns Note: All Purchase Orders processed by immixTechnology, Inc. must include the following: End-user name and phone number; Subject to the general and manufacturer specific Terms and Conditions of Contract Type and Number: GS-35F-0265X; www.immixGroup.com PO Number, this Quote Number, Bill To & Ship To addresses, Authorized Signature, terms: NET 30, Shipping: FOB Destination; Sales Tax will be added to all orders that do not provide a copy of tax exemption certificate or resale certificate; Initial year of Support/Maintenance is mandatory. 5 All Pricing information is confidential .5 Page 3 of 3 .5 Quote # QUO-213596-WSDFMO mmixTechnQfogy,lnc. ~~~~s~a~a~~~xc~p Sales Quotation QUO-213596-WSDFMO This Sales Quotation (QUO-213596-WSDFMO), the Statement of Work and Immix Technology, Inc. Authorized Information Technology Schedule Pricelist(GS-35F-0265X) with Attachment A (Contractor Supplemental Pricelist Information and Terms) represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representation or agreements, either written or oral. This Agreement may be amended only by written instrument signed by the parties. Modifications may be evidenced by facsimile signatures. In the event of a conflict between the documents, the terms of this Sales Quotation (QUO-213596-WSDFMO) shall prevail. In the event that Kronos cancels a class that the customer has registered for, the customer will not be charged for those training points. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Contractor acknowledges that this Order shall be governed by applicable North Carolina Public Records law. The following terms and conditions from Contractor's GSA Schedule shall not be applicable to this contract (all page numbers refer to the immixTechnology, Inc. Authorized Information Technology Schedule Pricelist GS-35F-0265X): - Any terms and conditions pertaining to SIN 132-8 Purchase of New Equipment (including p. 7-8) - Any terms and conditions pertaining to SIN 132-12 Equipment Maintenance (including p. 9-10) - Any terms and conditions pertaining to SIN 132-52 Electronic Commerce (EC) Services (including p. 16-17) - Any terms and conditions pertaining to SIN 132-53 Wireless Services (including p. 18) - Paragraphs 5 FOB Destination and 6 Delivery Schedule, p. 3 - Paragraphs 19 Overseas Activities; 20 Blanket Purchase Agreements (BPAs); and 22 Installation, Deinstallation; and Reinstallation, p. 5 - Paragraphs 24 Prime Contractor Ordering from Federal Supply Schedules; 27. Advance Payments; and 28. Partial shipment, p. 6 - Any terms and conditions pertaining to Payroll Tax Process and Reporting Services and the Dell Ready to Run Program, p. STS-156 - Any terms and conditions pertaining to Kronos Equipment and Hardware and Equipment/Hardware support, p. STS-162 Pursuant to negotiations with customer, the following terms and conditions from Contractor's GSA Schedule shall be amended as stated below: - Subparagraph (d) Insurance, p. 4, shall be amended to include the following final sentence: "In addition, contractor may be required to provide proof of insurance as stipulated by the Orange County Risk Manager." - Paragraph 31. Responsibilities of Contractor, p. 6, shall be amended to include the following additional paragraphs: o Contractor shall make good faith efforts to correct significant errors or omissions in its performance under this Order, provided that Ordering Activity notifies Contractor of such errors or omissions prior to Acceptance, or within the warranty period, as applicable. o The Contractor shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the Ordering Activity. No permission for subcontracting shall create, between the Ordering Activity and the subcontractor, any contract or any other relationship. o Contractor is an independent contractor of the Ordering Activity. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Contractor. Contractor acknowledges that the site manager is and shall remain an employee of Contractor. At no time and in no event shall the site manager be or become an employee of Orange County. Any worker's compensation insurance or professional liability insurance required shall be purchased and maintained by Contractor. o Contractor agrees that Contractor, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Contractor's services under this Agreement. Paragraph 2. Inspection/Acceptance, p. 11, shall be amended to include the following final sentence: "The foregoing shall not apply to modifications of the software that Contractor agrees in writing are necessary for testing of the software." Subparagraph (b)(i)(B), p. 11, which currently reads "AS PROVIDED IN (c)(iii) BELOW..:' shall be deleted and replaced with, "AS OTHERWISE PROVIDED HEREIN..." Paragraph 7 Nondisclosure, p. 13 shall be amended to include the following: o "a. Contractor acknowledges that Orange County is a North Carolina local governmental entity and as such is subject to North Carolina Public Records Laws. In the event Contractor claims that information, records, documents, or things created for, used in, or related to the performance of this Agreement are Proprietary in nature and therefore not subject to Disclosure under North Carolina Public Records Laws Contractor shall identify in writing those records, documents, or things prior to the commencement date of this Agreement. o b. Should a public records request be made for information the Contractor claims is Proprietary in nature, County will, within a reasonable time, notify Contractor of such public records request. Contractor shall, within five (5) business days of said notification provide Notice that it does or does not object to the County disclosing the requested information pursuant to the subject public records request. o c. If Contractor objects to the disclosure of the requested information, Contractor agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the County based upon the County's refusal to disclose information Contractor claims is Proprietary in nature. o d. Contractor agrees that if any such complaint or claim is filed it will indemnify County and will reimburse County for any and all damages awarded against County for County's refusal to disclose information Contractor claims is proprietary in nature. Contractor agrees that it releases County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the release or disclosure or failure by the County to release or disclose information Contractor claims is Proprietary in nature. Contractor further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose information Contractor claims is Proprietary in nature." Attachment A, page STS-154, subparagraph (v) Ordering Activity shall be amended to include the following final sentence: "While Contractor does not anticipate that it will require access to public records for the performance of this contract, Contractor agrees that it shall comply with North Carolina public records laws to the extent such laws are applicable to the performance of this contract." The parties agree that the Orange County North Carolina Services Agreement shall not be incorporated, referenced, or otherwise applied to this Order. In lieu of the Services Agreement, the following terms and conditions shall apply (as used herein, "Provider" shall mean "Contractor"): - The County has designated Clarence Grier, Financial Services Director, and David Cannell, Purchasing Agent, to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. - Insurance• o General Requirements. The Provider shall purchase and maintain and shall cause each of his subcontractors to purchase and maintain, during the period of performance of this Agreement: ^ Worker's Compensation Insurance for protection from claims under workers' or workmen's compensation acts; ^ Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Provider's employees or any other person and to real and personal property including loss of use resulting thereof; ^ Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and ^ Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider or his agents, Providers and employees. o Insurance Rating. The minimum insurance rating for any company insuring the Provider shall be Best's A. o Limits of Coverage. Limits of insurance coverage shall be as follows: ^ Workers Compensation: Limits for Coverage A -Statutory State of N.C. Coverage B - Employers Liability $500,000 each accident and policy limit and disease each employee ^ Commercial General Liability: $1,000,000 Each Occurrence; $2,000,000 Aggregate ^ Automobile Liability: Combined Single Limit $500,000 o Additional Insured. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation ornon-renewal Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Contractor shall assign or transfer its interest in this Agreement without the written consent of the other. Non-Appropriation. Contractor acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. o In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. o In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. o In the event of termination for non-appropriation of funds or by statutory mandates, the County shall pay Contractor for the services performed and the products delivered up to the date of termination. Governing Law and Jurisdiction. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. The Parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in Orange County and the Middle District of the State of North Carolina, and the Parties hereby consent to such jurisdiction and venue. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Attachment A, pg ST-154 Ordering Activity, subpara (v) - in addition to the language proposed in this document add - "Provided however, if Contractor deletes, edits, redacts, discards, destroys or modifies information deemed a public record without prior consent of the Ordering Activity and such public record becomes unavailable for disclosure in response to a public records request, Contractor agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the Ordering Activity based upon the Ordering Activity's inability to provide the information. Contractor agrees that if any such complaint or claim is filed it will indemnify Ordering Activity and will reimburse County for any and all damages awarded against Ordering Activity for its refusal to disclose the information. Attachment A, pg ST-164 -Knowledge Pass Education Subscription subpara(d) Limitations -last sentence must be amended to include the following language -except as provided herein. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: o Orange County Immix Technology, Inc. Attention: David Cannell 8444 Westpark Drive P.O. Box 8181 Suite 200 Hillsborough, NC 27278 McLean, VA 22102 Attention: Kronos Team Attention: Legal Department 5 Quote #QUO-201202-BFY9J9 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in a number of counterparts, each of which shall, without proof or accounting for other counterparts, be deemed an original contract. Date: ~ ~ ~ ~" ![ Date: ~ ~~ ~ ~rinted Name and Title This instrument has been approved as to technical content. Clarence Grier, Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Finance Director This instru ent has been approved as to legal form and sufficiency. Office of the Cou Attorney immixTechnology, lnc. a subsidiary of immixGraup Authorised Information Technology Schedule Pricelist GS-35F-02G5X c~t~ immixTe~hnology Inc:. ~subb~dd~rraf:~ ~rcintxf~raugy AUTHORIZED INFORMATION TECHNOLOGY SCHEDULE PRICELIST GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES Special Item Numbers (SIN) Products/Services 132-8.........•• ............................. Purchase of New Equipment 132-12 ............................................. Equipment Maintenance 132-32 .............................................Term Software Licenses 132-33 ...................................... Perpetual Software Licenses 132-34 ........................Maintenance of Software as a Service 132-50 ........................................................ Training Courses 132-52 ...................................Electronic Commerce Services 132-53 .......................................................Wireless Services Note: All non-professional labor categories must be incidental to and used solely to support hardware, sofrware and/or professional services, and cannot be purchased separately. SIN 132-8 PURCHASE OF NEW EQUIPMENT FSC Class 7010 .................................. System Configuration • End User Computers/Desktop Computers • Laptop/Portable/Notebook Computers • Servers • Optical and Imaging Systems FSC Class 7025 ............... Input/output and Storage Devices • Printers • Display • Network Equipment • Other Communications Equipment • Storage Devices including Magnetic Storage, Magnetic Tape Storage and Optical Storage • Other Input/output and Storage Devices, Not Elsewhere Classified FSC Class 7035 ............................. ADP Support Equipment • ADP Support Equipment FSC Class 7042... Mini and Micro Computer Control Devices • Microcomputer Control Devices FSC Class 5805 ..........Telephone and Telegraph Equipment • Telephone Equipment • Audio and Video Teleconferencing Equipment FSC Class 5810 ............................Communications Security Equipment and Components • Communications Security Equipment FPDS Code N070 ......................................................... Other • Installation • Deinstallation • Reinstallation NOTE: Installation must be incidental to, in conjunction with and in direct support of the products sold under SIN 132-8 of this contract and cannot be purchased separate/y. If the construction, alteration or repair is segregab/e and exceeds $2, 000, then the requirements of the Davis-Bacon Act apply. In applying the Davis-Bacon Act, ordering activities are required to incorporate wage rate determinations into orders, as applicable. SIN 132-12 -EQUIPMENT MAINTENANCE FSC/PSC J070 .................................................. Maintenance FSC/PSC J058 ............................ Maintenance and Repair of Communication Equipment SIN 132-32 -TERM SOFTWARE LICENSES Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user's self diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service -which is catagorized under a difference SIN (132- 34). FSC Class 7030 .................Information Technology Software NOTE: Offerors an: encouraged to identify within their software items any component interfaces that support open standard interoperability. An item's interfaces may be identified as interoperab/e on the basis of participation in a Govemment agency-sponsored program or in an independent organization program. Interfaces maybe identified by reference to an interface registered in the component registry located at h tto://www. core. oov. SIN 132-33 -PERPETUAL SOFTWARE LICENSES Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user's self diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. FSC Class 7030 .................Information Technology Software NOTE: Offerors are encouraged to identify within their sofrware items any component interfaces that support open standard interoperability. An item's interface may be identified as interoperab/e on the basis of participation in a Govemment agency-sponsored program or in an independent organization program. Interfaces maybe identified by reference to an interface registered in the component registry located at http://www. core. gov. SIN 132-34 -MAINTENANCE OF SOFTWARE AS A SERVICE Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, andlor technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. Page 1 immixTechnolagy,Inc. asuk:s7dsaryaf-~ anmixGraup SIN 132-50 -TRAINING COURSES (FPDS Code U012) SIN 132-52 -ELECTRONIC COMMERCE (EC) SERVICES FPDS Code D304..... Value Added Network Services (VANs) SIN 132-53 -WIRELESS SERVICES FPDS Code D304 ......................................Wireless Services (Excluding local and long distance voice, data, video, and dedicated transmission services which are NOT mobile.) Paging Services Cellular/PCS Voice Services CONTRACTOR immixTechnology, Inc. 8444 Westparic Drive Suite 200 McLean, VA 22102 Phone: 703.752-0610 Email: iTechContractsCa)immixgroup.com Contract Number: GS-35F-0265X Period Covered by Contract: March 3, 2011 through March 2, 2016 General Services Administration Federal Acquisition Service Products and ordering information in this Authorized Information Technology Schedule Pricelist are also available on the GSA Advantage! System (http://www.osaadvantage.gov). TABLE OF CONTENTS INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS ..........................................2 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY NEW EQUIPMENT(SPECIAL ITEM NUMBER 132-8) .................................................................................. 7 TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, RADIOTELEPHONE EQUIPMENT, (AFTER EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEENVARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT (SPECIAL ITEM NUMBER 132-12) ...............9 TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC COMMERCE (EC) (SPECIAL IDENTIFICATION NUMBER 132- 52) .................................................................................... 14 TERMS AND CONDITIONS APPLICABLE TO WIRELESS SERVICES (SPECIAL ITEM NUMBER 132-53) ................ 15 USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS ........... 16 SUGGESTED FORMATS FOR BLANKET PURCHASE AGREEMENTS ................................................................. 16 BASIC GUIDELINES FOR USING "CONTRACTOR TEAM ARRANGEMENTS" .............. ............................................. 17 CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION 8 INCORPORATED TERMS (ATTACHMENT A) ...............ST-1 GOVERNMENT PRICE LIST (ATTACHMENT B) ........................................................................GPL-1 INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS SPECIAL NOTICE TO AGENCIES Small Business Participation SBA strongly supports the participation of small business concems in the Federal Acquisition Service. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals. Exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!T" on-line shopping service (www.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage!T"" and the Federal Acquisition Service Home Page (www.gsa.gov/fas) contain information on a broad array of products and services offered by small business concems. This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination. For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement. TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE ............................................................................................ 9 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132-50) .....13 GEOGRAPHIC SCOPE OF CONTRACT: Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. The Geographic Scope of Contract will be domestic delivery only. GS-35F-0265X www.immixtechnology.com Page 2 mmixTe~hnQlagy, lnc. a sut;sidiaty of +~ &nrnixGp 2. CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION: a. Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written orders under this contract. The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). In addition, bank account information for wire transfer payments will be shown on the invoice. b. The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance: 703-752-0610 or iTechcontracts@immixgroup.com b. QUANTITY. None unless othewise specified in the pricelist. c. DOLLAR VOLUME. None unless otherwise specified in the pricelist. d. GOVERNMENT EDUCATIONAL INSTITUTIONS. Govemment Educational Institutions are offered the same discounts as all other Govemment customers. e. OTHER. None unless otherwise specified in the pricelist. 8. TRADE AGREEMENTS ACT OF 1979, as amended: All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended. 3. LIABILITY FOR INJURY OR DAMAGE The Contractor shall not be liable for any injury to Ordering Activity personnel or damage to Ordering Activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor. 4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279: Block 9: G. Order/Modification Under Federal Schedule Contract Block 16: Data Universal Numbering System (DUNS) Number: 098692374 Block 30: Type of Contractor is (B) Other Small Business Block 31: Woman-Owned Small Business - No Block 37: Contractors Taxpayer Identification Number (TIN): 54-1912608 Block 40: Veteran Owned Small Business (VOSB): N/A 4a. CAGE Code: 3CA29 4b. Contractor has registered with the Central Contractor Registration Database. FOB DESTINATION 6. DELIVERY SCHEDULE a. TIME OF DELIVERY: The Contractor shall deliver to destination within thirty (30) calendar days after receipt of order (ARO), unless set forth otherwise on Attachment 8 to this schedule pricelist appended hereto and incorporated herein. b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the Ordering Activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract. 7. DISCOUNTS: Prices shown are NET Prices; Basic Discounts have been deducted. PROMPT PAYMENT: 0% -Net 30 days from receipt of invoice or date of acceptance, whichever is later. 9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING: Not available within the scope of this contract. 10. SMALL REQUIREMENTS: The minimum dollar value of orders to be issued is $100.00. 11. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.) a. The Maximum Order value for the following Special Item Numbers (SINs) is $500,000: Special Item Number 132-8 -Purchase of Equipment Special Item Number 132-12 -Equipment Maintenance Special Item Number 132-32 -Term Software Licenses Special Item Number 132-33 -Perpetual Software Licenses Special Item Number 132-34 -Maintenance of Software as a Service Special Item Number 132-52 -Electronic Commerce (EC) Services Special Item Number 132-53 -Wireless Services b. The Maximum Order value for the following Special Item Numbers (SINs) is $25,000: Special Item Number 132-50 -Training Courses 12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules. a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work. b. FAR 8.405-2 Ordering procedures for services requiring a statement of work. 13. FEDERAL INFORMATION TECHNOLOGYITELECOMMUNICATION STANDARDS REQUIREMENTS: Ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (PIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor. 13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (PIPS PUBS): GS-35F-0265X www.immixtechnolooy.com Page 3 immixTechnc~logy, Inc. asutrsidaryof ~ hnmtxG Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (PIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "PIPS Publication." Federal Information Processing Standards Publications (PIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information conceming their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. PIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for PIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650. 13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information conceming the availability of FED- STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L'Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619- 8925. Please include aself-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833. 14. CONTRACTOR TASKS /SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003) (a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule. (b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are govemed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges. (c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program. (e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel. (f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor's participation in such order may be restricted in accordance with FAR Part 9.5. (g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency's order. (h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency's order. (i) Govemment-Furnished Property: As specified by the agency's order, the Government may provide property, equipment, materials or resources as necessary. (j) Availability of Funds: Many Govemment agencies' operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government's obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Govemment for any payment may arise until funds are available to the ordering Contracting Officer. (k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as govemed by labor laws (usually assessed a time and a half of the labor rate). 15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any Ordering Activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (I) Termination for the ordering activity's convenience, and (m) Termination for Cause (See 52.212-4) 16. GSA ADVANTAGE! GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to: (1) manufacturer; (2) manufacturer's Part Number; and (3) Product categories. Agencies can browse GSA Advantage! by accessing the Intemet World Wide Web utilizing a browser (ex.: NetScape). The Intemet address is http://www.gsaadvantage.gov --- GS-35F-0265X www.immixtec no ogv.com immix CechnalQgy, Inca asut3sidiaryaf , 17. PURCHASE OF OPEN MARKET ITEMS NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f). For administrative convenience, an Ordering Activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -referred to as open market items - to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if- (1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19)); (2) The Ordering Activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable; (3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and Activity, F.O.B. will be Point of Origin, with freight prepaid and invoiced. Authorization for all shipping, export, and other charges must be included on the ordering activity order. All such charges are outside the scope of this contract. c. All orders will be accepted on a case-by-case basis for requirements outside the basic geographic scope of this contract. Upon request of the Contractor, the Ordering Activity may provide the Contractor with logistics support, as available, in accordance with all applicable Ordering Activity regulations. Such Ordering Activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract. 20. BLANKET PURCHASE AGREEMENTS (BPAs) The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the Ordering Activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering Activities shall follow FAR 8.405-3 when creating and implementing BPA(s). (4) All clauses applicable to items not on the Federal Supply Schedule are included in the order. 18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS a. For the purpose of this contract, commitments, wamanties and representations include, in addition to those agreed to for the entire schedule contract: (1) Time of delivery/installation quotations for individual orders; (2) Technical representations and/or warranties of products conceming performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a producUequipmenU service/software package submitted in response to requirements which result in orders under this schedule contract. (3) Any representations and/or warranties conceming the products made in any literature, description, drawings and/or specifications furnished by the Contractor. b. The above is not intended to encompass items not currently covered by the GSA Schedule contract. 19. OVERSEAS ACTIVITIES The terms and conditions of this contract shall apply to all orders for installation and maintenance of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below: a. In place of an installation or delivery date for products, a shipping date shall be specified on the order. b. Point of Exportation for all other overseas locations. In place of a delivery/installation date for equipment or software, a shipping date shall be specified on the order. The Contractor shall pay for shipment to a CONUS APO/FPO. At the option of the Ordering 21. CONTRACTOR TEAM ARRANGEMENTS Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract. 22. INSTALLATION, DEINSTALLATION, REINSTALLATION The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the fumishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to fumishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies. The Ordering Activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the Ordering Activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8 or 132-9. 23. SECTION 508 COMPLIANCE If applicable, Section 508 compliance information on the supplies and services offered in this contract will be supplied by Contractor or Manufacturer (see definition below) upon request via email at the following address: iTechContractslc~immixGrouo.com The EIT standard can be found at: www.Section508.aov/ GS-35F-0265X www.immixtechnology.com Page 5 immixTechnQlagy, lnc. a sut:sidiary of +~ ~nmtxC,rzax~ 24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an Ordering Activity, shall follow the terms of the applicable schedule and authorization and include with each order - (a) A copy of the authorization from the Ordering Activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and (b) The following statement: This order is placed under written authorization from dated In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern. accept a partial shipment, the agency should specify that the order is to ship complete on the Agency Purchase Order. 29. INTEGRATION The Non-Disclosure provisions set forth in Section 9b.(7), the IP Infringement provisions set forth in Section 9b.(9) and the Limitation of Liability provisions set forth in Section 3c. of the Terms and Conditions Applicable to Term Software Licenses (Special Item Number 132-32), Perpetual Software Licenses (Special Item Number 132-33) and Maintenance as a Service (Special Item Number 132-34) of General Purpose Commercial Information Technology Software are hereby incorporated into and made a part of the terms applicable to all SINS. 30. GLOSSARY OF DEFINITIONS a. "Contractor" means immixTechnology, Inc. 25. INSURANCE-WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5) (a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract. (b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective- (1) For such period as the laws of the State in which this contract is to be performed prescribe; or (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request. 26. SOFTWARE INTEROPERABILITY Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item's interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at htto:!/www.core.aov. 27. ADVANCE PAYMENTS A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324) 28. PARTIAL SHIPMENTS Contractor will attempt to ship all orders complete, however, this is not always possible. Ordering Activities are advised that partial shipments may occur and Contractor will invoice partial shipments separately. The Ordering Activity must pay for each shipment as invoiced. If the Ordering Activity does not wish to b. "Contractor and its affiliates" and "Contractor or its affiliates" refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor. c. "Manufacturer" shall mean a manufacturer, supplier or producer of Equipment (as defined below) or a publisher or developer of Software or related Training Materials (as defined below) provided to Contractor through a letter of supply to be licensed or sold to Ordering Activities under this contract. d. "Ordering Activity" shall mean, 1) any entity authorized to use GSA sources of supply and services as set forth in GSA Directive ADM 4800.2E or such later issued version, and 2) any entity acting on behalf of an Ordering Activity pursuant to a properly issued letter of authorization per Section 24 above - "Prime Contractor Ordering From Federal Supply Schedules" under Information for Ordering Activities applicable to All Special Item Numbers. 31. RESPONSIBILITIES OF CONTRACTOR The parties understand and agree that Contractor acts as a reseller of all Equipment, Software, Documentation, and services offered under this contract. With regard to Equipment, Software, and Documentation, Contractor represents that it has the requisite right and authority under its reseller agreements with the Manufacturers to offer the products and grant the rights specified in this contract, and Manufacturers shall have no privity of contract with an Ordering Activity hereunder. With regard to services, while some or all of the services ordered hereunder may be physically performed by Manufacturer, Service Provider, or other third-party personnel (as is specified under applicable SINS) acting under a subcontract or similar arrangement with Contractor, and while the scope and price of such services are defined by the applicable provider's policies (such as Maintenance Services Policies, Electronic Commerce Service Policies, or Wireless Services plans), Contractor remains solely responsible to the Ordering Activity for all such performance. GS-35F-0265X www.immixtechnolooy.corn Page ti mmixTechnalogy, Onc. asut:sidiaryof paym~p TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY NEWEQUIPMENT(SPECIAL ITEM NUMBER 132-8) 1. GLOSSARY OF DEFINITIONS a. "Documentation" shall mean Manufacturer's then current help guides, specifications and operating manuals issued by Manufacturer and made generally available by Manufacturer for the Equipment whether on-line or in hard copy. b. "Equipment" shall mean the computer hardware identified on Attachment B to this schedule pricelist. 2. MATERIAL AND WORKMANSHIP All Equipment furnished hereunder must substantially perform the function for which it is intended as set forth in the accompanying Documentation. 3. ORDER Wntten orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order. For credit card orders and BPAs, telephone orders are permissible. 4. TRANSPORTATION OF EQUIPMENT FOB DESTINATION. Prices cover Equipment delivery to destination, for any location within the geographic scope of this contract. INSTALLATION AND TECHNICAL SERVICES a. INSTALLATION. When the Equipment provided under this contract is not normally self-installable, the Contractor its Manufacturer or other authorized service provider's technical personnel shall be available to the Ordering Activity, at the Ordering Activity's location, to install the Equipment and to train Ordering Activity personnel in the use and maintenance of the Equipment. The charges, for such services are listed by Manufacturer, in the schedule pricelist. b. OPERATING AND MAINTENANCE MANUALS. The Contractor or its Manufacturer shall furnish the Ordering Activity with one (1) copy of all Documentation, which is normally provided with the Equipment being purchased. For Documentation only available on-line, Contractor or its Manufacturer shall provide Ordering Activity access to such Documentation. forth below; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. 7. WARRANTY a. Unless specified otherwise in this contract, the warranties extended to the Ordering Activity for Equipment and Documentation, and the exclusions and disclaimers applicable to such warranties, shall be as set forth on Attachment A to this schedule pricelist (Contractor Supplemental Pricelist Information and Incorporated Terms). Notwithstanding anything to the contrary that may be marked on or provided with the Equipment or Documentation, the parties understand and agree that such warranties, exclusions and disclaimers follow the applicable Manufacturer's standard commercial warranties, exclusions and disclaimers but are provided to the Ordering Activity by the Contractor, who will be responsible to the Ordering Activity for all compliance, service and remedies thereunder. Limitation of Liability i) Exclusion of Consequential Damages. EXCEPT FOR A) A CLAIM OF IP INFRINGEMENT HEREUNDER, OR B) AS PROVIDED IN SUBSECTION (c)(iii) BELOW, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ii) Limitation of Direct Damages. Except for a) a claim of IP Infringement, hereunder, or b) as provided in subsection (c)(iii) below, the aggregate and cumulative liability of Contractor for damages hereunder shall in no event exceed the amount of fees paid by Ordering Activity under the order giving rise to such liability, and if such damages relate to particular Equipment such liability shall be limited to fees paid for the relevant Equipment. iii) Non-Applicability to Statutory or Regulatory Rights. Nothing herein shall operate to impair or prejudice the U.S. Government's right (a) to recover for fraud or crimes arising out of or relating to this contract under any Federal fraud statute, including without limitation the False Claims Act (31 USC §§3729 through 3733), or (b) to express remedies provided under any FAR, GSAR or Schedule 70 solicitation clauses incorporated into this contract, including without limitation the GSAR 552.215-72 Price Adjustment -Failure to Provide Accurate Information (August 1997) or GSAR 552.238-75 Price Reductions (May 2004) Alternate I (May 2003). c. Inspection and repair of defective Equipment under this warranty may be performed, at the option of the Contractor, at a service facility/plant authorized by the Contractor. The Ordering Activity may not return defective Equipment to the Contractor, the Manufacturer or its authorized service provider for repair or replacement without prior consultation and instruction. 6. INSPECTION/ACCEPTANCE The Contractor shall only deliver those items ordered that substantially conform to the requirements of this contract and the applicable Manufacturer's Documentation. Therefore, items delivered shall be deemed accepted upon delivery to Ordering Activity's designated receiving facility. The Ordering Activity reserves the right to inspect or test any equipment that has been delivered. The Ordering Activity may require repair or replacement of nonconforming equipment at no increase in contract price. The ordering activity must exercise its post- acceptance rights (1) within the applicable warranty period as set 8. PURCHASE PRICE FOR ORDERED EQUIPMENT The purchase price that the Ordering Activity will be charged will be the Ordering Activity purchase price in effect at the time of order placement (which shall not exceed the price agreed to at the time of award of the GSA Schedule contract, as may be revised from time to time through a contract modification agreed to and issued by the GSA Schedule contrasting officer), or the Ordering Activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less. Provided, however, that the Ordering Activity shall only be ~~-~~~-vcoan www.immixtechnoloav.com Page 7 immixTechnalagy, lnc. a subsidiary of hnmucC entitled to a lower price if the installation date is no longer than thirty (30) days after the date of order placement. 9. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer. 10. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT When an Ordering Activity determines that Information Technology Equipment will be replaced, the Ordering Activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46). ---- GS-35F-0265X www.immixtechnolooy.com age immixTechnQlogy,lnc. a sutasidsary at mmixUr TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT- OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, RADIO/TELEPHONEEQUIPMENT, (AFTER EXPIRATION OFGUARANTEE/WARRANTY PROVISIONS AND/OR WHENREQUIRED SERVICE IS NOT COVERED BYGUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT (SPECIAL ITEM NUMBER 132-12) 1. GLOSSARY OF DEFINITIONS a. "Documentation" shall mean Manufacturers then current help guides, specifications and operating manuals issued by Manufacturer and made generally available by Manufacturer for the Equipment whether on-line or in hard copy. b. "Maintenance Services" shall mean the services provided by Contractor through an applicable Manufacturer under this contract in accordance with the Manufacturer's then current Maintenance Services Policy. c. "Maintenance Services Policy" shall mean the commercial terms describing a Manufacturers standard maintenance and support offerings, policies and procedures for its Equipment, a copy of which is set forth in Attachment A to this schedule pricelist. d. "Equipment" shall mean the computer hardware identified on Attachment B to this schedule pricelist. guarantee/warranty period associated with the purchase of Equipment. Orders for Maintenance Service shall not extend beyond the end of the contract period. c. Maintenance Services may be discontinued by the Ordering Activity on thirty (30) calendar days written notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty (30) calendar days from the date on the notification. However, the Ordering Activity may extend the original discontinuance date upon written notice to the Contractor, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date. d. Annual Funding. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period, or at the end of the contract period, whichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required, if maintenance is to continue during any remainder of the contract period. e. Cross-year Funding Within Contract Period. Where an Ordering Activity's specific appropriation authority provides for funds in excess of a 12 month, fiscal year period, the Ordering Activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. f. Ordering Activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of Maintenance Services, if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period. 2. SERVICE AREAS a. The types/levels of maintenance, geographic scope of availability, and applicable rates vary by Manufacturer and are generally set forth in an applicable Manufacturers Maintenance Services Policy. If any additional charge is to apply because of distance from the Contractors service locations, the mileage rate or other distance factor shall be negotiated at the Task Order level. b. When repair services cannot be performed at the Ordering Activity installation site, the repair services will be performed at the Contractors, Manufacturer's or authorized service provider's plant(s). 3. MAINTENANCE ORDER a. Agencies may use written orders, EDI orders, credit card orders, or BPAs, for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt, except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number 132-12). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days. If the order is not confirmed by the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor. b. The Contractor shall honor orders for Maintenance Services for the duration of the contract period or a lessor period of time, for the Equipment shown in the schedule pricelist. Maintenance Services shall commence on a mutually agreed upon date, which will be written into the maintenance order. Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts 4. REPAIR SERVICE AND REPAIR PARTSlSPARE PARTS ORDERS Repair service and repair parts/spare parts orders are not available under the scope of this schedule contract. 5. LOSS OR DAMAGE a. When the Contractor, through the Manufacturer, or its authorized service provider removes equipment to its establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the Equipment is removed from the Ordering Activity installation, until the equipment is returned to such installation. b. When Equipment is returned by Ordering Activity to the Contractor through the Manufacturer's or its authorized service providers facility for repairs, the Ordering Activity shall be responsible for any loss or damage to the Equipment being returned by the Ordering Activity for repair. Contractor shall only be responsible for any loss or damage while the Equipment is at the Contractor's or its Manufacturers or authorized service provider's facility and until it is returned to the Ordering Activity's location. 6. SCOPE a. In exchange for the applicable fees, the Contractor, through the Manufacturer or its authorized service provider shall provide Maintenance Services for all Equipment listed herein, as requested by the Ordering Activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the Equipment types/models within the scope of this Information Technology Schedule. b. Equipment placed under Maintenance Service shall be in good operating condition. GS-35F-0265X www.immixtechnology.com Page 9 immixTechnalagy,lnc. a sutasidiary of ~SmixGtrwfr (1) In order to determine that the Equipment is in good operating condition, the Equipment shall be subject to inspection by the Contractor through the Manufacturer or its authorized service provider without charge to the Ordering Activity. (2) Costs of any repairs performed for the purpose of placing the Equipment in good operating condition shall be borne by the Contractor, provided the Equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. (3) If the Equipment was not under the Contractor's responsibility, the costs necessary to place the Equipment in proper operating condition shall be borne by the Ordering Activity, in accordance with the provisions of Special Item Number 132-12 (or outside the scope of this contract). (4) Contractor shall have no obligation to provide Maintenance Services for Equipment that has been modified by Ordering Activity, is in disrepair or subject to any other exclusions as set out in Manufacturer's Maintenance Services Policy. 7. RESPONSIBILITIES OF THE ORDERING ACTIVITY a. Ordering Activity personnel shall not perform maintenance or attempt repairs to Equipment while such Equipment is under the purview of a maintenance order, unless agreed to by the Contractor. The Ordering Activity will follow Contractor's designated procedures when returning Equipment to Contractor's, Manufacturers or its authorized service provider's facility for repairs. b. Subject to security regulations, the Ordering Activity shall permit access to the Equipment, which is to be maintained or repaired by Contractor, Manufacturer or its authorized service provider . c. If the Ordering Activity desires a factory authorized/certified service personnel then this should be clearly stated in the task or delivery order. 8. RESPONSIBILITIES OF THE CONTRACTOR a. For Equipment not covered by a maintenance contract or warranty, the Contractor, through the Manufacturer's or its authorized service provider's repair service personnel shall complete repairs as soon as reasonably possible after notification by the Ordering Activity that service is required. c. AFTER HOURS. Should the Ordering Activity require that maintenance be performed outside of Regular Hours, charges for such maintenance, if any, will be specified in the pricelist or in the applicable Manufacturer's Maintenance Services Policy. Periods of less than one hour will be prorated to the nearest quarter hour. d. TRAVEL AND TRANSPORTATION. If any charge is to apply, over and above the regular maintenance rates, because of the distance between the Ordering Activity location and the Contractor's service area, the charge will be negotiated at the Task Order level. e. QUANTITY DISCOUNTS. Quantity discounts from listed Maintenance Services rates for multiple Equipment owned and/or leased by a Ordering Activity are not provided under this schedule contract unless otherwise specified by a Manufacturer in the pricelist. 10. REPAIR SERVICE RATE PROVISIONS Repair service rate fees and provisions for Equipment not under monthly Maintenance Services are not available under the scope of this schedule contract. 11. REPAIR PARTS/SPARE PARTS RATE PROVISIONS Repair parts/spare parts rate provisions after the expiration of the guarantee/warranty provisions are not available under the scope of this schedule contract. 12. GUARANTEENVARRANTY-REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS Guarantee/warranty-repair parts/spare parts after the expiration < the guarantee/warranty provisions are not available under the scope of this schedule contract. 13. INVOICES AND PAYMENTS Invoices for Maintenance Services shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. Payment for Maintenance Services of less than one month's duration shall be prorated at 1/30th of the monthly rate for each calendar day. b. If the Ordering Activity task or delivery order specifies factory authorized/certified service personnel then the Contractor is obligated to provide such factory authorized/certified service personnel for the Equipment to be repaired or serviced, unless otherwise agreed to in advance between the Ordering Activity and the Contractor. 9. MAINTENANCE RATE PROVISIONS a. For Equipment under monthly Maintenance Services, the Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the Equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the Ordering Activity. b. REGULAR HOURS. The basic monthly rate for each make and model of Equipment shall entitle the Ordering Activity to the Maintenance Services as set forth in the applicable Manufacturer's Maintenance Services Policy. GS-35F-0265X www immixtechnology.com Page 10 immixTechnalagy, [nc. aaubsidraryot-•~ knmixGr~ip TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER I32-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE 1. GLOSSARY OF DEFINITIONS a. "Documentation" shall mean Manufacturer's then current help guides, and manuals issued by Manufacturer and made generally available by Manufacturer for the Software whether on- line or in hard copy. Documentation shall include any updated Documentation that Manufacturer provides with any updates. b. "Maintenance Services" shall mean the Software maintenance and support services provided by Contractor through an applicable Manufacturer under this contract in accordance with the Manufacturer's then current Maintenance Services Policy. c. "Maintenance Services Policy" shall mean the commercial terms describing a Manufacturer's standard Software maintenance and support offerings, policies and procedures, a copy of which is located on Attachment A to this schedule pricelist. d. "Software" shall mean (i) the version of the computer program identified on Attachment B and (ii) updates to such programs. 2. INS PECTION/ACCEPTANCE The Contractor shall only deliver those items ordered that substantially conforrn to the requirements of this contract and the Software's Documentation. Therefore, items delivered shall be deemed accepted upon delivery. The Ordering Activity reserves the right to inspect or test any Software that has been delivered. The Ordering Activity may require repair or replacement of nonconforming Software at no increase in contract price. The Ordering Activity must exercise its post-acceptance rights (1) within the warranty period as set forth below; and (2) before any substantial change occurs in the condition of the Software, unless the change is due to the defect in the Software. 3. GUARANTEE/WARRANTY a. Unless specified otherwise in this contract, the warranties extended to the Ordering Activity for Software and Documentation, and the exclusions and disclaimers applicable to such warranties, shall be as set forth on Attachment A to this schedule pricelist (Contractor Supplemental Pricelist Information and Incorporated Terms). Notwithstanding anything to the contrary that may be marked on or provided with the Software or Documentation, the parties understand and agree that such warranties, exGusions and disclaimers follow the applicable Manufacturer's standard commercial warranties, exclusions and disclaimers but are provided to the Ordering Activity by the Contractor, who will be responsible to the Ordering Activity for all compliance, service and remedies thereunder. PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES provided however, that in the event Ordering Activity makes unauthorized copies of the Software, Contractor shall be entitled to recover the full amount of any license fees that would relate to such copies. ii) Limitation of Direct Damages. Except for a) a claim of IP Infringement hereunder, orb) as provided in (c)(iii) below, the aggregate and cumulative liability of Contractor and licensors for damages hereunder shall in no event exceed the amount of fees paid by Ordering Activity under the order giving rise to such liability, and if such damages relate to particular Software or Maintenance Services, such liability shall be limited to fees paid for the relevant Software or Maintenance Services giving rise to the liability. iii) Non-Applicability to Statutory or Regulatory Rights. Nothing herein shall operate to impair or prejudice the U.S. Government's right (a) to recover for fraud or crimes arising out of or relating to this contract under any Federal fraud statute, including without limitation the False Claims Act (31 USC §§3729 through 3733), or (b) to express remedies provided under any FAR, GSAR or Schedule 70 solicitation clauses incorporated into this contract, including without limitation the GSAR 552.215-72 Price Adjustment -Failure to Provide Accurate Information (August 1997) or GSAR 552.238-75 Price Reductions (May 2004) Alternate I (May 2003). 4. TECHNICAL SERVICES A hot line technical support number for the purpose of providing user assistance and guidance to the Ordering Activity in the implementation of the Software may be provided as part of Maintenance Services. 5. SOFTWARE MAINTENANCE a. Software maintenance as it is defined: 1. Software Maintenance as a Product (SIN 132-32 or SIN 132- 33) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user's self diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. Software Maintenance as a product is billed at the time of purchase. 2. Software Maintenance as a Service (SIN 132-34) Limitation of Liability. i) Exclusion of Consequential Damages. EXCEPT FOR A) A CLAIM OF IP INFRINGMENT HEREUNDER, OR B) AS PROVIDED IN (c)(iii) BELOW, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are GS-35F-0265X www.immixtechnoloov corn Page 11 immixTechnalagy, Ir~c asutssidraryaf &nmatG~ip charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. related Confidential Information of Contractor and all copies thereof, whether or not modified or merged into other materials. Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324. b. If purchased by Ordering Activity, Contractor, through the applicable Manufacturer, shall provide Maintenance Services for the Software pursuant to the applicable Manufacturer's then current Maintenance Services Policy. Fees or rates for such Maintenance Services are set forth in Attachment B. c. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324) for Maintenance as a Service. PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 6. PERIODS OF TERM LICENSES (SIN 132-32) AND MAINTENANCE (SIN 132-34) a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. b. Term licenses and/or maintenance may be discontinued by the Ordering Activity on thirty (30) calendar days written notice to the Contractor. c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period. d. Cross-Year Funding Within Contract Period. Where an Ordering Activity's specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the Ordering Activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. e. Ordering Activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE Conversion from term licenses to perpetual licenses for any or all Software is not available under the scope of this contract. Outside the scope of this contract, the Ordering Activity may contact the Manufacturer directly to discuss the permissibility, costs and operation of such conversion(s). Contractor agrees to reasonably assist Ordering Activity in this regard. 8. TERM LICENSE CESSATION If a term Software license granted hereunder terminates for any reason, Ordering Activity shall (i) cease using the applicable Software, Documentation, and related Confidential Information, and (ii) certify to Contractor within thirty (30) days after termination that Ordering Activity has destroyed, or has returned to Contractor or its Manufacturer the Software, Documentation, 9. UTILIZATION LIMITATIONS - (SIN 132-32, SIN 132.33, AND SIN 132-34) a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b. When acquired by the Ordering Activity, commercial computer Software and related Documentation shall be subject to the following: (1) Title to and ownership of the Software and Documentation shall remain with the Contractor or its Manufacturer or licensors, unless otherwise specified. Contractor and its Manufacturers reserve all rights in and to the Software and Documentation not expressly granted to Ordering Activity herein. (2) United States Government Legends. The Software, Documentation and any other technical data provided hereunder is commercial in nature and developed solely at private expense. The Software is delivered as "Commercial Computer Software" as defined in DFARS 252.227-7014 (June 1995) or as a "Commercial Item" as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in Manufacturer's standard commercial license for the Software. Technical data is provided with limited rights only as provided in DFAR 252.227- 7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable. Contractor grants Ordering Activity only those utilization rights (and reserves the same utilization limitations) as specified in the applicable Manufacturers commercial license terms, a description of which is set forth on Attachment A to this schedule pricelist and incorporated herein. Notwithstanding the forgoing, Contractor acknowledges and agrees that Ordering Activity shall have the minimum restricted rights as set forth in b(4) below. (3) Except as is provided in paragraph 8.b(2) above, the Ordering Activity shall not provide or otherwise make available the Software or Documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the Ordering Activity who have the Ordering Activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed Software and Documentation only in accordance with these restrictions. This provision does not limit the right of the Ordering activity to use Software, Documentation, or information therein, which the Ordering Activity may already have or obtains without restrictions. (4) The Ordering Activity shall have the right to use the computer Software and Documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the Ordering Activity has the right to transfer the Software to another site if the Ordering Activity site for which it is acquired is deemed to be unsafe for Ordering Activity personnel; to use the computer Software and Documentation with a backup computer when the primary computer is inoperative; and to copy computer Software for safekeeping (archive) or backup purposes; to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions. --- GS-35F-0265X www.immixtechnolooy.corn immixTe~hnalogy, inc. asutrsid~aryot ~ ieninixGroup (5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend. (6) The Software and Documentation hereunder is offered by the Contractor under licenses customarily provided to the public. The Contractor does not fumish technical information related to commercial computer Software (or commercial computer software Documentation) that is not customarily provided to the public. Further, the Contractor does not relinquish rights to use, modify, reproduce, release, perform, display, or disclose commercial computer Software (or commercial computer Software Documentation) except as mutually agreed to by the parties. See 48 CFR 12.212. (7) Nondisclosure. Ordering Activity may have access to information that is confidential to Contractor or its Manufacturers ("Confidential Information"). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any inforration that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Contractor's Confidential Information shall include, but not be limited to, the Software, Documentation, all materials provided to Ordering Activity in the course of performing Maintenance Services hereunder, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, and the terms and pricing hereunder, regardless of whether such information is identified as confidential. Confidential Information includes all information received from third parties that Contractor is obligated to treat as confidential. Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party's Confidential Information In addition, if Ordering Activity recommends to Contractor additional features, functionality, or performance or if Contractor retains generalized information hereunder that Contractor or its Manufacturer subsequently incorporates into its product or service offerings, then with respect to such recommendations and information, Ordering Activity hereby (a) grants Contractor a worldwide, non-exclusive, royalty-free, perpetual right and license to use and incorporate such recommendations and such information into such offerings, and (b) acknowledges that all right and title to such offerings incorporating such recommendations and information shall be the sole and exclusive property of Contractor or its Manufacturer and all such recommendations and information shall be free from any confidentiality restrictions that might otherwise be imposed upon Contractor pursuant to this section. Further, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority. Ordering Activity shall not disclose the results of any performance tests of the Software to any third party without Contractors prior written approval. Ordering Activity agrees to hold Confidential Information in confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of these Terms and Conditions. Ordering Activity acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this section, and that such breach would cause irreparable harm to Contractor; therefore, Contractor shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under these terms and conditions. (8) Verification. At Contractor's written request, but not more frequently than annually, Ordering Activity shall fumish Contractor with a document signed by Ordering Activity's authorized representative verifying that the Software is being used pursuant to the provisions of this contract. To the extent permitted by and subject to an Ordering Activity's security requirements (including, but not limited to, use of cleared personnel, badging and other requirements). Contractor reserves the right to audit Ordering Activity's use of the Software no more than once annually at Contractors expense. Contractor shall schedule any audit at least thirty (30) days in advance. Any such audit shall be conducted during regular business hour at Ordering Activity's facilities and shall not unreasonably interfere with Ordering Activity's business. (9) Intellectual Property Infringement. If a third party makes a claim against Ordering Activity that the Software directly infringes any patent, copyright, or trademark or misappropriate any trade secret ("IP Claim"); Contractor will (i) assist in defending Ordering Activity against the IP Claim at Contractors cost and expense, and (ii) pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Ordering Activity by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Contractor arising out of such IP Claim; provided that: (i) Ordering Activity promptly notifies Contractor in writing no later than sixty (60) days after Ordering Activity's receipt of notification of a potential claim and (ii) Ordering Activity provides Contractor, at Contractors request and expense, with the assistance, information and authority necessary to perform Contractors obligations under this Section. Notwithstanding the foregoing, Contractor shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of the Software if the infringement would have been avoided by the use of a current unaltered release of the Software, (b) the modification of the Software, (c) the use of the Software other than in accordance with the Documentation or this contract, or (d) any materials or information provided to Contractor by Ordering Activity, for which Ordering Activity shall be solely responsible. If the Software is held to infringe or are believed by Contractor to infringe, Contractor shall have the option, at its expense, to (a) replace or modify the Software to be non-infringing, or (b) obtain for Ordering Activity a license to continue using the Software. If it is not commercially reasonable to perform either of the foregoing options, then Contractor may terminate the Program license for the infringing Software and refund the license fees paid for the Software upon return of the Software by Ordering Activity. This section states Contractor's entire liability and Ordering Activity's exclusive remedy for any claim of infringement. (10) Delivery. All Software and Documentation provided by Contractor hereunder shall be deemed to be delivered by Contractor: 1) Upon physical delivery, or 2) Once the Software is made available to Ordering Activity via electronic download by provision of a license key, link to a website, FTP site or similar site from which the Ordering Activity can electronically download or otherwise access the Software and Documentation. - - www.immixtechnoloov.com Page 13 immixTechn4lagy,lnc'.. a subsidiary of hr+rnixCma~ 10. SOFTWARE CONVERSIONS - (SIN 132-32 AND SIN 132-33) Conversion from one version of the Software to another such as the result of a change in operating system, or from one computer system to another is not available under the scope of the contract. Outside the scope of this contract, the Ordering Activity may contact the Manufacturer directly to discuss the permissibility, costs and operation of such conversion(s). Contractor agrees to reasonably assist Ordering Activity in this regard. 11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY For information concerning supported hardware or compatibility requirements the Ordering Activity is advised to contact the Contractor or the applicable Manufacturer. 12. RIGHT-TO-COPY PRICING Right-to-copy license pricing is not available under the scope of this contract unless specifically specified in the pricelist. The Ordering Activity must contact the Manufacturer directly to discuss the applicability and associated costs of right-to-copy pricing. GS-35F-0265X www.immixtechnolooy.com rage i4 immixTechnvlogy, Onc. esuts~idiaryaf knm~xGrzw~ TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132-SO) 1. GLOSSARY OF DEFINITIONS a. "Training Materials" shall mean the, manuals, handbooks, texts, handouts, etc. normally provided with course offerings. b. "Training Catalog" shall mean the document setting out a description of the training services and courses offered along with the related policies and procedures in regard to such training. 2. SCOPE a. The Contractor through the Manufacturer shall provide training courses normally available to commercial customers, which will permit Ordering Activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation. b. The Contractor shall provide training at the Contractor's or Manufacturer's facility and/or at the Ordering Activity's location, as agreed to by the Contractor and the Ordering Activity. 3. ORDER Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course. 4. TIME OF DELIVERY The Contractor or its Manufacturer shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the Ordering Activity. 5. CANCELLATION AND RESCHEDULING a. Terms and conditions governing a Manufacturer's cancellation and rescheduling policies are as set forth in the applicable Manufacturers Training Catalog. b. The Ordering Activity reserves the right to substitute one student for another up to the first day of class. c. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the Ordering Activity, Contractor must notify the Ordering Activity at least seventy-two (72) hours before the scheduled training date. 6. FOLLOW-UP SUPPORT Follow-up support to training courses is not available under the scope of this schedule contract unless expressly set forth in an applicable Manufacturer's Training Catalog and, in that case, follow-support shall be provided as stated therein. training must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 9. FORMAT AND CONTENT OF TRAINING a. The Contractor or its Manufacturer shall provide the Training Materials normally provided with course offerings. Unless stated otherwise in an applicable Manufacturer's Training Catalog, such documentation will become the property of the student upon completion of the training class, provided, however, Contractor and or its Manufacturer shall retain all right, title and interest to the intellectual property rights contained therein (e.g., copyrights) and provided further, however, that such Training Materials shall be considered the Confidential Information of Manufacturer and subject to the non-disclosure provisions set forth above in the terms applicable to SINs 132-32, 132-33 and 132-34 . b. For hands-on training courses, there must be a one-to- one assignment of IT equipment to students. c. The Contractor shall provide each student with a Certificate of Training at the completion of each training course. d. The Training Catalog shall provide most of the following information for each training course offered: (1) The course title and a brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training); (2) The length of the course; (3) Mandatory and desirable prerequisites for student enrollment; (4) The minimum and maximum number of students per class; (5) The locations where the course is offered; (6) Class schedules; and (7) Price (per student, per class (if applicable)) e. For those courses conducted at the Ordering Activity's location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.2056, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is perfonned. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges. f. For Online Training Courses, a copy of all training material must be available for electronic download by the students. 7. PRICE FOR TRAINING The price that the Ordering Activity will be charged will be the Ordering Activity training price in effect at the time of order placement, or the Ordering Activity price in effect at the time the training course is conducted, whichever is less. 8. INVOICES AND PAYMENT Invoices for training shall be submitted by the Contractor after Ordering Activity completion of the training course. Charges for 10. "NO CHARGE" TRAINING "No charge" training is not available under the scope of this schedule contract. - - www.immixtechnology.com Page 15 immix`Ce~hnt~logy, Inc. a sut3sidrarf af' ~{ irnmtxGeo TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC COMMERCE (EC) (SPECIAL IDENTIFICATION NUMBER 132-52) 1. GLOSSARY OF DEFINITIONS a. "Service Provider" shall mean a provider of the Electronic Commerce Services offered to Contractor through a letter of supply to be sold to Ordering Activities under this contract. b. "Statement of Work" shall mean the mutually agreed upon document between Contractor and Ordering Activity setting forth the description of services to be performed including milestones, any specifications and evaluation criteria. 2. SCOPE a. The prices, terms and conditions stated under Special Item Number 132-52 Electronic Commerce (EC) Services apply exclusively to EC Services within the scope of this Information Technology Schedule. b. The Contractor, through Service Provider, shall provide services at a location, as agreed to by the Contractor and the Ordering Activity. 3. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000) a. Performance incentives may be agreed upon between the Contractor and the Ordering Activity on individual fixed price orders or Blanket Purchase Agreements under this contract. b. The Ordering Activity must establish a maximum performance incentive price for the services and/or total solutions on individual orders or Blanket Purchase Agreements. c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, Ordering Activities shall consider establishing incentives where performance is critical to the Ordering Activity's mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. c. Any Contractor travel required in the performance of EC Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Govemment per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. 6. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989) a. The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after astop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either- i) Cancel the stop-work order; or ii) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Govemment, clause of this contract. b. If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if- c. The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and d. The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. 4. ORDER a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation -May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence. 5. PERFORMANCE OF SERVICES a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the Ordering Activity. b. The Ordering Activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner. e. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Govemment, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. 7. INSPECTION OF SERVICES The Inspection of Services-Fixed Price (AUG 1996) (Deviation - May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection- Time-and-Materials and Labor-Hour (MAY 2001) (Deviation - May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract. 8. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product (i.e., deliverable) of a Statement of Work is custom developed software, then FAR 52.227-14 (Deviation -May 2003) Rights in Data -General, may apply. 9. RESPONSIBILITIES OF THE ORDERING ACTIVITY Subject to security regulations, the Ordering Activity shall permit Contractor access to all facilities necessary to perform the GS-35F-0265X www.immixtechnoloov.com t'age iti mmixTechnr~lagy, Int. a subsidiary at Y~- unm'fxC,raiip requisite EC Services. 10. INDEPENDENT CONTRACTOR All EC Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the Ordering Activity. 11. ORGANIZATIONAL CONFLICTS OF INTEREST a. Definitions. An "Organizational conflict of interest" exists when the nature of the work to be performed under a proposed Ordering Activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor's or its affiliates' objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the Ordering Activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508. iii) Divisions, subsidiaries, or affiliates of the offeror under a common control. 14. INCIDENTAL SUPPORT COSTS Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the Ordering Activity in accordance with the guidelines set forth in the FAR. 15. APPROVAL OF SUBCONTRACTS The Ordering Activity understands that Contractor, as an authorized reseller, will ultimately subcontract or furnish any of the work called for in a task order or Statement of Work through an applicable Service Provider. 16. DESCRIPTION OF ELECTRONIC COMMERCE (EC) SERVICES AND PRICING a. A description of each type of EC Service offered under Special Item Numbers 132-52 E-Commerce is set forth in Attachment A. Services and rates should be presented in the same manner as the Contractor sells to its commercial customers and other Ordering Activity customers. b. Pricing for all EC Services shall be in accordance with the Contractors customary commercial practices; e.g., hourly rates, monthly rates, term rates, unit prices and/or fixed prices. 12. INVOICES The Contractor, upon completion of the work ordered, shall submit invoices for EC services. Progress payments may be authorized by the Ordering Activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month. 13. PAYMENTS a. For firm-fixed price orders the Ordering Activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I - OCT 2008) (DEVIATION I -FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I - OCT 2008) (DEVIATION I -FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements-Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision: b. The Government contemplates award of a Time-and- Materials or Labor-Hour type of contract resulting from this solicitation. c. The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by- The offeror; Subcontractors; and/or - - www.immixtechnolooy.com Page 17 imimix~'echn4logy, Ine. a su#~siareay at ~ emmixGrcwp TERMS AND CONDITIONS APPLICABLE TO WIRELESS SERVICES (SPECIAL ITEM NUMBER 132-53) 8. WIRELESS SERVICE PLAN The wireless service plans offered by Contractor hereunder are listed by applicable Service Provider in Attachment A. 1. GLOSSARY OF DEFINITIONS a. "Service Provider" shall mean a provider of the Wireless Services offered to Contractor through a letter of supply to be sold to Ordering Activities under this contract. 2. ACCEPTANCE TESTING The Contractor shall provide acceptance test plans and procedures for ordering activity approval. The Contractor shall perform acceptance testing of the systems for ordering activity approval in accordance with the approved test procedures. 3. EQUIPMENT The Contractor shall make available cellular voice and data devices. The cellular devices offered shall be compatible with the cellular access standards employed within the geographical scope of contract. The Contractor shall provide programming of any cellular telephone device, including Contractor-provided and ordering activity-fumished devices, that conforms to the cellular service fumished by the Contractor. 4. WARRANTY The Contractor shall provide a warranty covering each Contractor-provided device. The minimum duration of the warranty shall be the duration of the manufacturer's commercial warranty. The warranty shall commence upon the later of the following: Activation of the user's service b. Installation/delivery of the equipment The Contractor, by repair or replacement of the defective item, shall use reasonable commercial efforts to complete all warranty services promptly upon notification of the defect. Warranty service shall be deemed complete when the user has possession of the repaired or replaced item. If the Contractor renders warranty service by replacement, the user shall return the defective item(s) to the Contractor as soon as possible but not later than ten (10) working days after notification. 5. MANAGEMENT AND OPERATIONS PRICING The Contractor shall provide management and operations pricing on a uniform basis. All management and operations requirements for which pricing elements are not specified shall be provided as part of the basic service. 6. TRAINING The Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system at the prices specified in Attachment B. 7. MONTHLY REPORTS In accordance with commercial practices, the Contractor may furnish the Ordering Activity/user with a monthly summary Ordering Activity report. GS-35F-0265X www.immixtechnologv.com Page 1t3 immixT'e~hnelogy, Inc: ~sutssidiaiynf tmm&~raup USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS PREAMBLE (Name of Company) provides commercial products and services to ordering activities. We are committed to promoting participation of small, small disadvantaged and women-owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protegrs programs, joint ventures, teaming arrangements, and subcontracting. COMMITMENT To actively seek and partner with small businesses To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical. To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns. To undertake significant efforts to determine the potential of small, small disadvantaged and women-owned small business to supply products and services to our company. To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses. This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less. Signatures Ordering Activity Date Contractor Date Pursuant to GSA Federal Supply Schedule Contract Number(s) ,Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (ordering activity): (1) The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below: MODEL NUMBER/PART NUMBER To attend business opportunity workshops, minority business *SPECIAL BPA DISCOUNT/PRICE enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner. To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities. We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. SUGGESTED FORMATS FOR BLANKET PURCHASE AGREEMENTS BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE (Insert Customer Name) In the spirit of the Federal Acquisition Streamlining Act orderin activi and Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) , Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6. (2) Delivery: DESTINATION DELIVERY SCHEDULES /DATES (3) The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be (4) This BPA does not obligate any funds. (5) This BPA expires on or at the end of the contract period, whichever is earlier. (6) The following office(s) is hereby authorized to place orders under this BPA: OFFICE BPA NUMBER (CUSTOMER NAME) BLANKET PURCHASE AGREEMENT ---- 9 www.immi ec no ogy corn Pa a 19 immixTechnc~lagy, lnc: a subsidiary of +~ xrrin6xtirr.+up POINT OF CONTACT (7) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper. (8) Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum: (a) Name of Contractor; (b) Contract Number; (c) BPA Number; (d) Model Number or National Stock Number (NSN); (e) Purchase Order Number; (f) Date of Purchase; (g) Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and (h) Date of Shipment. (9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA. (10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence. BASIC GUIDELINES FOR USING "CONTRACTOR TEAMARRANGEMENTS" Federal Supply Schedule Contractors may use "Contractor Team Arrangements" (see FAR 9.6) to provide solutions when responding to a ordering activity requirements. These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts. Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract. Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors. Customers should refer to FAR 9.6 for specific details on Team Arrangements. Here is a general outline on how it works: The customer identifies their requirements. • Federal Supply Schedule Contractors may individually meet the customers needs, or - Federal Supply Schedule Contractors may individually submit a Schedules "Team Solution" to meet the customer's requirement. • Customers make a best value selection. GS-35F-0265X www immixtechnologv.com rage ~~ immixTechnalogy,mc. a sutxid€ary of irrunixGra;;p ATTACHMENT A CONRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS INSTRUCTIONS: Select the Manufacturer whose supplemental pricelisf information and terms you want to view. MANUFACTURER NAME ACCESS DATA ALTOBRIDGE ANAKAM APPROVA ARCHIBUS. INC. ARCSIGHT. LLC ART TECHNOLOGY GROUP BACKOFFICE ASSOCIATES BANTU BEYONDTRUST BIVIO NETWORKS BOMGAR CORPORATION CA CLOAKWARE CONGENTUS CORETRACE DAON DECISION LENS EGENERA EMC CORPORATION FAST SEARCH & TRANSFER FORCE 10 NETWORKS FORESCOUT TECHNOLOGIES FREEDOM SCIENTIFIC GUIDANCE SOFTWARE HANDYSOFT HBGARY IBM INFOPRINT SOLUTIONS INFORMATION BUILDERS INFORVISTA INNOVATIVE IDEAS ITKO INPUT KLAS LTD KRONOS MERU NETWORKS MIRROR IMAGE MOBILE ARMOR MSC SOFTWARE NAPERSOFT NETEZZA NETWITNESS NEXIDIA ORACLE AMERICA. INC. OSI SOFT OVERSIGHT SYSTEMS PIER SYSTEMS POWERSTEERING SOFTWARE PROGRESS SOFTWARE MANUFACTURER NAME PTC O-MATIC QUALYS RADWARE REDSEALSYSTEMS SAVITECHNOLOGY SECURELOGIX SERENA SOFTWARE SOFTWARE AG USA STATPOINT TECHNOLOGIES STRONGTECH TIBCO SOFTWARE TOP LAYER NETWORKS TRIUMFANT TRUSTWAVE WORKSOFT ZEBRA ENTERPRISE ZYLAB NORTH AMERICA ZYRION - www.immixtechnoloov com Page ST-1 imrnixTechn©ivgy, lnc. asabsidiaryof ~ i~nix~rac;p ATTACHMENT A CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS KRONOS KRONOS LICENSE, WARRANTY AND SUPPORT TERMS SOFTWARE LICENSE AND SERVICES TERMS Ordering Activity and Contractor agree that the terms and conditions set forth in this Software License and Services Terms ("Terms") shall apply to all Kronos Incorporated ("Manufacturer") Equipment, Software, Professional and Educational Services, Support, and such other Contractor offerings as may be provided to Ordering Activity. Services may be provided directly by Contractor or by Contractor through Manufacturer. GENERAL LICENSE TERMS Contractor owns or has the right to license the Software. The Software and Software documentation are confidential and may not be disclosed to a third party without Contractor's written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price Ordering Activity pays for a copy of the Software constitutes a license fee that entitles Ordering Activity to use the Software as set forth below. Contractor grants to Ordering Activity a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by Contractor by written notice to Ordering Activity upon any material breach of this Attachment A by Ordering Activity which remains uncured for a period of thirty (30) days after such written notice from Contractor. Upon such termination of this license by Contractor, Ordering Activity will have no further right to use the Software and will return the Software media to Contractor and destroy all copies of the Software (and related documentation) in Ordering Activity's possession or control. This license is subject to all of the terms and conditions set forth in these Terms. FEE BASED LIMITATIONS Ordering Activity recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Ordering Activity. Limitations, which are applicable to an applicable order, may include the number of employees, simultaneous or active users, Software product modules, Software features, computer model and serial number, and/or the number of telephone lines or terminals to which the Software is permitted to be connected. Ordering Activity agrees to: i) use the Software only for the number of employees, simultaneous or active users, computer model and serial number, and/or terminals permitted by the applicable license fee; ii) use only the product modules and/or features permitted by the applicable license fees; and iii) use the Software only in support of Ordering Activity's own business. Ordering Activity agrees not to increase the number of employees, simultaneous or active users, terminals, products modules, features, or to upgrade the model, as applicable, unless and until Ordering Activity pays the applicable fee for such increase/upgrade. Ordering Activity may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Ordering Activity may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of Contractor. OBJECT CODE ONLY Ordering Activity may use the computer programs included in the Software (the "Programs") in object code forth only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. PERMITTED COPIES Ordering Activity may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing purposes only, except for additional copies of the Teletime Sofiware (which must be purchased separately). All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this license, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Ordering Activity. UPDATES In the event that Contractor supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby. FIRMWARE Ordering Activity may not download firmware updates for the Contractor Equipment unless Ordering Activity is maintaining such Equipment under a support plan with Contractor. TRAINING POINTS Ordering Activity agrees to purchase the quantity of Contractor "training points" applicable to an order at the rate quoted ("Training Points"). Purchased Training Points may be redeemed for an equivalent value of instructor-led training sessions offered by Contractor. Available instructor-led sessions are listed at http://customer.Contractor.com and each session has the Training Points value indicated. Training Points may be redeemed at any time within 12 months of the date of the applicable Order Form, at which time they shall expire. Training Points may not be exchanged for other Contractor products and/or services. Contractor will invoice Ordering Activity for the Training Points identified in the Order Forth upon execution of such Order Form with payment due upon the payment terms indicated in such Order Forth. LIMITED WARRANTY Contractor warrants that all Contractor Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from delivery. In the event of a breach of this warranty, Ordering Activity's exclusive remedy shall be Contractor's repair or GS-35F-0265X www.immixtechnology.com Page ST-151 imixTechnolc~gy, Inc.. a subsitfissry~tf umnixGr replacement of the deficient Equipment and/or Software media, at Contractor's option, provided that Ordering Activity's use, installation and maintenance thereof have conformed to the meet the Contractor specifications ("Specifications"). This warranty is extended to Ordering Activity only and shall not apply to any Equipment (or parts thereof) or Software media in the event of: (a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any Contractor components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use; (b) failure of Ordering Activity to provide and maintain a suitable installation environment, as specified in the Specifications; or (c) malfunctions resulting from the use of badges or supplies not approved by Contractor. PROFFESSIONAL AND EDUCATIONAL SERVICES Warranty Contractor warrants that all professional and educational services performed under this Attachment A shall be performed in a professional and competent manner. In the event that Contractor breaches this warranty, and Ordering Activity so notifies Contractor within 30 days of receipt of invoice for the applicable services, the Ordering Activity's remedy shall be Contractor's re-performance of the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to Ordering Activity. Contractor professional and educational services teens The following terms and conditions shall apply to Contractor's provision of Professional and/or Educational Services purchased by Ordering Activity: a. Professional Services: • Contractor will provide Ordering Activity with a Professional Services Estimate or Statement of Work that outlines the project deliverables and provides an estimate for the project scope and cost required to complete the engagement, based upon preliminary information provided by Ordering Activity. • Contractor and Ordering Activity agree that given the use of estimated times; the Assess Phase of the engagement will be used to determine whether modifications to project scope and cost are required. • Any such modification to project scope and cost will be supported through the generation of a Contractor Change Order that is signed by the Ordering Activity (see Change Order Process below). • The original project scope and cost of an engagement will apply until, and if, the Ordering Activity signs a Change Order. • The Professional Services Estimate or Statement of Work is valid for one year from the date of signature. • Contractor will invoice the Ordering Activity on a monthly basis for all Professional Services provided during the previous month. • Professional Services work will be conducted during normal business hours, 8:00 AM - 5:00 PM, Monday through Friday. • All Professional Services work scheduled to start outside of normal business hours will be billed in full at a premium rate described below. For work to be performed After Hours, on Holidays, or on Weekends, an approved Change Order will be required prior to scheduling (see Change Order Process below). Ordering Activity will be charged as follows: (i) All Professional Services will be scheduled and billed in 4 hour increments with a minimum charge of 4 hours. (ii) After Hours (a) All scheduled work will be billed at 1.5 times the current contract rate by role. (b) After Hours are 5:00 PM - 8:00 AM, Monday through Thursday. (iii) Weekend (a) All scheduled work will be billed at 2.0 times the current contract rate by role. (b) Weekend is 5:00 PM Friday- 8:00 AM Monday. (iv) Holiday (a) All scheduled work will be billed at 2.0 times the current contract rate by role. (b) Holiday is recognized Contractor Holiday (see below). (v) Onsite Support requiring Travel: (a) All travel time (portal to portal) will be billed at the current contract rate by role. (b) Expense reimbursement is pursuant to the Attachment A covering such Professional Services between the Ordering Activity and Contractor. • Contractor requires notification for the cancellation or rescheduling of Contractor personnel. Ordering Activity will be charged for failure to meet the following notification requirements: (i) 2 business days prior to scheduled work - 50% of planned charges are invoiced for scheduled work. (ii) 1 business day prior to scheduled work - 100% of planned charges are invoiced for scheduled work. • In providing Professional Services, Contractor recognizes the following holidays: (i) New Year's Day .»-~~~-vcoon www.immixtechnology.com Page ST-152 ~mmix~`echn€~Ic~gy, lnc. asut~staiaryof {~ irruriix~ma:p (ii) President's Day (iii) Memorial Day (iv) Independence Day (v) Labor Day (vi) Thanksgiving Day and the day after (vii) Christmas Day • Change Order Process: (i) All changes to the original, signed Professional Services Estimate or Statement of Work will be initiated by the Contractor Project Manager and reflected through the use of a Change Order, approved and signed by the Ordering Activity. (ii) A change of project scope and cost, resulting in a Change Order, could result from: an increase or change to project deliverables, customer allocated time, customer scheduling changes, technology limitations. (iii) The last authorized Professional Services Estimate or Statement of Work, including any previously approved Change Orders, will prevail until amended by a subsequent approved Change Order. (iv) Unless otherwise addressed within these policies, the houdy rate(s) quoted within a Change Order for work to be performed within normal business hours will be consistent with that contained within the original Professional Service Estimate or Statement of Work, if such Change Order is executed during the course of the original engagement, or within one (1) year of the signing of the original Professional Services Estimate or Statement of Work, whichever is earlier. (v) In instances where specialized resources are requested, but not contained within the original Professional Services Estimate or Statement of Work, the quoted rate will be established at Contractor' then current rate for such requested services. • Travel (i) Travel expenses will be charged pursuant to the Attachment A covering such Professional Services between the Ordering Activity and Contractor. (ii) In certain instances specialized resources may be used that require the payment of airfare, lodging and related travel expenses. Ordering Activity shall be made aware of any such instance during the sales or Change Order process. (iii) Ordering Activity is responsible for travel costs for employees attending training at a Contractor location. b. Educational Services: • All Instructor-led Educational Services classes will be held at a Contractor facility, or via the Contractor Virtual Classroom (if offered in that modality), unless Ordering Activity has purchased onsite location training. •. Contractor requires notification of cancellation from an Instructor-led class. Ordering Activity will be charged for training upon failure to meet the following notification requirements: (i) For any PUBLIC course held in the traditional classroom or in the virtual classroom: Attendees must cancel at least five business days before the class start date to avoid cancellation fees (equal to the cost of the course). Student substitutions can be made at any time as long as prerequisites have been met. (ii) For any PRIVATE course held at a customer site, in the traditional classroom, or in the virtual classroom: Attendees must cancel at least ten business days before the class start date to avoid cancellation fees (equal to the cost of the course). Student substitutions can be made at any time as long as prerequisites have been met. • Contractor reserves the right to cancel classes up to five business days before the scheduled start date for public courses held in a Contractor Traditional Classroom (KTC) and up to two business days before the scheduled start date for public courses held in a Contractor Virtual Classroom (KVC) due to lack of enrollment or any other unforeseen circumstances. • Educational Services purchases are valid for one (1) year from the date of signature. Educational Service purchased but not used within this one-year period will expire. • All training course delivery scheduled to start outside of normal business hours will be billed in full at a premium rate described below. Ordering Activity will be charged as follows: (i) After Hours There will be a 1.5 times premium in either per student public or per class private day rates. After Hours are 5:00 PM - 8:00 AM, Monday through Thursday. (ii) Weekend There will be a 2.0 times premium in either per student public or per class private day rates. Weekend is 5:00 PM Friday - 8:00 AM Monday. (iii) Holiday There will be a 2.0 times premium in either per student public or per class private day rates. Holiday is recognized Contractor Holiday (see above). • Travel (i) Travel expenses will be charged pursuant to the Attachment A covering such Professional Services between the customer and Contractor. GS-35F-0265X www.immixtechnolooy.com rage a i - ~ o~ immixTeehnol~gy, Inc.. asubsidsaryof t~ immisct',rc (ii) In certain instances specialized resources may be used that require the payment of airfare, lodging and related travel expenses. Ordering Activity shall be made aware of any such instance during the sales or Change Order process. (iii) Ordering Activity is responsible for travel costs for employees attending training at a Contractor location. Ordering Activity is responsible for travel and related costs for a Contractor trainer providing instruction at the Ordering Activity location. Additional Terms Applicable to Educational Services: (i) Contractor personnel working at the Ordering Activity site shall have access to necessary infrastructure (servers, network, etc.). (ii) In instances where Contractor personnel are working remotely access will be granted through the use of industry standard tools (DTS, GoToMyPC, PCAnywhere, etc.). (iii) Ordering Activity agrees to not hire any Contractor employee who has perfonned services under the Attachment A for a period of one- yearafter the completion of such services. (iv) All required system administration, maintenance, backups, tuning, etc., is the responsibility of the Ordering Activity. (v) Ordering Activity Data: To perform the implementation and to provide support after completion, Contractor may need to access and retain information regarding your employees and business organization. Contractor will take all reasonable steps to limit and safeguard the security of this information. We may make recommendations to enhance your organization's procedures for securing your data -these recommendations are intended to enhance the security of any sensitive information that is provided to us. However, there are no guarantees that they will ensure the security of your information, nor should Contractor' actions be viewed as the only safeguards necessary. The security of your data is ultimately your responsibility. SOFTWARE AND EQUIPMENT SUPPORT SERVICES Software support options Ordering Activity may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus) support ("Service Type"), each providing different service coverage periods and/or service offerings, as specified herein ("Service Offerings") and in the Contractor Support Service Policies (defined below). Ordering Activity must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Ordering Activity is purchasing support services for Visionware Software, Ordering Activity may only purchase Gold Service Type for the Visionware Software). All Updates shall be provided via remote access. GOLD SERVICE OFFERINGS Ordering Activity shall be entitled to receive: (i) Updates for the Software (not including any Software for which Contractor charges a separate license fee), provided that Ordering Activity's operating system and equipment meet minimum system configuration requirements, as reasonably determined by Contractor. If Ordering Activity requests Contractor to install such Updates or to provide retraining, Ordering Activity agrees to pay Contractor for such installation or retraining at Contractor' then-current time and materials rate. (ii) Telephone and/or electronic access to the Contractor Global Support Center for the logging of requests for service during the Service Coverage Period. The Service Coverage Period for the Gold Service Offering is 8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding Contractor holidays. (iii) Web-based support including access to Software documentation, FAO's, access to Contractor knowledge base, Ordering Activity forums, and a-case management. Such offerings are subject to modification by Contractor. (iv) Web-based remote diagnostic technical assistance which may be utilized by Contractor to resolve Software functional problems and user problems during the Service Coverage Period. (v) Access to specialized content as and when made available by Contractor such as technical advisories, teaming quick tips, brown bag seminars, technical insider tips, SHRM e-Learning, HR Payroll Answerforce and service case studies. PLATINUM AND PLUS SERVICE OFFERINGS: Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage Period for the Platinum Service Offering is 24 hours a day, seven days a week, 365 days a year. Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, Ordering Activities purchasing the Plus option shall receive the services of a dedicated, but not exclusive, Contractor Technical Account Manager ("TAM") for one production instance of the Software. Ordering Activities purchasing the Gold-Plus option shall designate up to one primary and one secondary backup technical contacts ("Technical Contacts") to be the sole contacts with the TAM, while Ordering Activities purchasing the Platinum-Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Ordering Activity may designate additional and/or backup Technical Contacts. Ordering Activity is required to place all primary Technical Contacts through Contractor product training for the Software covered under this Attachment A at Ordering Activity's expense. Ordering Activity purchasing the Platinum-Plus option shall also receive a one day per year visit to be performed at the Ordering Activity location where the Software is installed. During this onsite visit, Contractor shall work with Ordering Activity to identify ways to help Ordering Activity increase functionality or maximize utilization of the Software in Ordering Activity's specific environment. Ordering Activity must be utilizing the then-current version of the Software. Travel and expenses are not included and shall be paid by Ordering Activity. ADDITION OF SOFTWARE Additional Software purchased by Ordering Activity during the initial or any renewal term shall be added to this Attachment A at the same support option as the then current Software support coverage in place under these terms. Ordering Activity agrees to pay the charges for such addition, and any such addition shall be automatically renewed as provided in these terms. ~~-~~' -~~~~^ www.immixtechnologv.com Page ST-154 mmixTechnalagy,lnc. asubs~diarycsf a~ irmnixG RESPONSIBILITIES OF ORDERING ACTIVITY Ordering Activity agrees (i) to provide Contractor personnel with full, free and safe access to Sofiware for purposes of support, including use of Contractor' standard remote access technology, if required; (ii) to maintain and operate the Software in an environment and according to procedures which conform to the Specifications; and (iii) not to allow support of the Software by anyone other than Contractor without prior written authorization from Contractor. Failure to utilize Contractor' remote access technology may delay Contractor response and/or resolution to Ordering Activity's reported Software problem. If Ordering Activity requires the use of a specific remote access technology not specified by Contractor, then Ordering Activity must purchase the Plus option to receive support and provide Contractor personnel with full, free and safe access to the remote access hardware and/or software. DEPOT SUPPORT SERVICES In the event Ordering Activity elects to purchase depot equipment repair support services ("Depot Support Services") for Ordering Activity's Contractor Equipment ("Product(s)") in locations within the United States, Canada, and Puerto Rico, Contractor shall provide such services pursuant to the following terms and conditions: DEPOT SUPPORT SERVICE. Upon the failure of an installed Product, Ordering Activity shall notify Contractor of such failure and Contractor will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Contractor to be Product related shall be dispatched to a Manufacturer Depot Repair Center, and Ordering Activity will be provided with an RMA for the failed Product if Ordering Activity is to return the failed Product to Contractor, as reasonably determined by Contractor. Ordering Activity must return the failed product with the supplied Return Material Authorization Number (RMA). (i) Depot Exchange: Contractor will provide a replacement for the failed Product at the FRU or subassembly level on an "advanced exchange" basis, utilizing a carrier of Contractof choice. Replacement Product will be shipped the same day, for next business day delivery to Ordering Activity's location. REPLACEMENT PRODUCT(S) MAY BE NEW OR RECONDITIONED. Ordering Activity shall specify the address to which the Product is to be shipped. All shipments will include the Contractor provided RMA designating the applicable Manufacturer Depot Repair Center, as the recipient. Ordering Activity, upon receipt of the replacement Product from Contractor, shall package the defective Product in the materials provided by Contractor, with the RMA supplied and promptly return failed Products directly to Contractor using the carrier specified by Contractor. (ii) Depot Repair: It is Ordering Activity's obligation to purchase and retain, at Ordering Activity's location and at Ordering Activity's sole risk and expense, a sufficient number of spare products ("Spare Products") to allow Ordering Activity to replace failed Products at all Ordering Activity locations. Upon failure of an installed Product, Ordering Activity shall install a Spare Product to replace the failed Product. Ordering Activity shall also specify the address to which the repaired Product should be return shipped. Ordering Activity shall then return the failed Product, with the required RMA, to the applicable Manufacturer Depot Repair Center. Ordering Activity shall make every reasonable effort to return the failed Product using the same packing materials in which the original Product was sent. Upon receipt of the failed Product, Contractor shalt repair the failed Product and ship it, within ten (10) business days after receipt, to Ordering Activity. Contractor shall ship the repaired Product by regular surface transportation to Ordering Activity. RESPONSIBILITIES OF CUSTOMER. Ordering Activity agrees that it shall return failed Products promptly as the failures occur and that it shall not hold failed Products and send failed Product to Contractor in "batches" which shall result in a longer turnaround time and surcharge to Ordering Activity. In addition, Ordering Activity agrees to: (i) Maintain the Products in an environment conforming to Contractor' published specifications for such Products; (ii) Deinstall all failed Products and install all replacement Products in accordance with Contractor' published installation guidelines; (iii) Ensure that the Product(s) are returned to Contractor properly packaged; and (iv) Obtain an RMA before returning any Product to Contractor and place the RMA clearly and conspicuously on the outside of the shipping package. Ordering Activity may only return the specific Product authorized by Contractor when issuing the RMA. SUPPORT EXCLUSIONS Depot Support Service does not include the replacement of "consumables". In addition, Depot Support Service does not include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from: (i) Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning, transportation, or any act of God; (ii) Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor' published installation guidelines) including, but not limited to, adequate electrical power; (iii) Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other failure to use Products in accordance with published specifications; (iv) Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved by Contractor; (v) Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or GS-35F-0265X www.immixtechnoloov.com Page ST-155 immixTechnc~fc+gy, Inc" asubsid€aryof ir~~riixf~y (vi) Ordering Activity's repair, attempted repair or modification of the Products Professional services provided by Contractor in connection with the installation of any Software or firmware upgrades, if available, and if requested by Ordering Activity are not covered by Depot Support Services. Firmware (including equipment service packs) which may be available to resolve a Product issue is not installed by the Manufacturer Depot Repair Center but is available for download at Contractor' customer web site provided Ordering Activity is maintaining the Product under an annual Depot Support Services plan with Contractor. WARRANTY AND DISCLAIMERS. Contractor warrants that all repairs performed under this Attachment A shall be perforated in a professional and competent manner. ALL OTHER WARRANTIES FOR THE REPAIR SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE AND MERCHANTABILITY, ARE EXCLUDED BY ATTACHMENT A OF THE PARTIES. REMEDY. The remedy of Ordering Activity and sole liability of Contractor shall be replacement of the repaired Product. EXTENDED SUPPORT PROGRAM (DELL SERVERS) An Ordering Activity purchasing the Extended Support Program for its Dell servers purchased from Contractor shall receive a specialized, bundled set of Contractor Support Services. Because of the specialized nature of these services, the following terms and conditions shall apply to the Extended Support Program. Payroll Tax Process and Reporting Services (Only available in the United States) (i) Ordering Activity understands that Empower shall supply the Payroll Tax Processing Services to Ordering Activity using Ordering Activity's data, and that Ordering Activity is required to transmit accurate data to Empower, and review all draft returns provided to Ordering Activity by Empower, in a timely fashion in accordance with any applicable Empower terms set forth in an order. (ii) Ordering Activity understands and acknowledges that all Services (including support services) rendered by Contractor and Empower will be based upon information furnished by Ordering Activity. Assuming the receipt from Ordering Activity of accurate information, timely-submitted and correct data, and, if applicable, timely funding of payroll tax liabilities by Ordering Activity, Empower assumes full responsibility to Ordering Activity for the accurate and timely payment of applicable liabilities to the proper taxing authorities, in the manner prescribed by those agencies. Should Empower fail to comply due to its negligence, Empower shall be responsible for any related penalties which may result, provided Empower has the authority to negotiate those penalties at its own expense. Dell Ready to Run Program (i) The Dell hardware products with which the Software is bundled ("Dell Products") are subject to Dell's U.S. Terms and Conditions of Sale ("Dell Terms and Conditions"), a copy of which shall be provided by Dell directly to Ordering Activity. The only warranty applicable to Dell Products, if any, is limited to the warranty stated in the Dell Terms and Conditions. Contractor reserves the right to substitute a Dell Product with another Dell Product of equal or greater functionality if the Dell Product ordered by Ordering Activity is unavailable. (ii) Contractor is not responsible for support of the Dell Products and shall not be liable for any costs, damages or expenses resulting from problems with the Dell Products. Ordering Activity is to contact Dell for any problems or questions with the Dell Products. (iii) The Dell Return Policy, as described in the Dell Terms and Conditions, is not available on Dell Products purchased through the Program. All other Dell Terms and Conditions shall apply as described therein. (iv) The Dell Products are sized by Contractor based on the employee capacity of the Software licensed by Ordering Activity. In the event that Ordering Activity purchases additional license capacity of the Software or adds other applications to be run on the Dell Products, it may become necessary for Ordering Activity to purchase additional Dell Products in order to maintain the increased server load. (v) If Ordering Activity is sublicensing Microsoft SQL Server software as part of the Program, the following additional terms shall apply: The Microsoft SQL Server software being sublicensed hereunder ("SQL") as part of the Contractor Software is standard edition ("Runtime- Restricted Use") software; as such, SQL may only be used to run the Software. SQL may not be used either (i) to develop and/or (ii) in conjunction with, new applications, databases or tables other than those contained in the Software. The foregoing, however, does not prohibit Ordering Activity from using a tool to run queries or reports from existing tables, and/or from using a development environment or workbench, which is part of the Software to configure or extend such Software. Notwithstanding any provision of the Attachment A, Ordering Activity may only transfer SQL as part of the Software. Ordering Activity also agrees to use the Microsoft SQL Server software only on the servers, processors or other electronic devices which the Software is permitted to be connected. Dell Extended Support Program. ADDITIONAL SERVICE OFFERINGS PROVIDED UNDER EXTENDED SUPPORT PROGRAM Services Description Upgrades Installation of every other software point release is included. Contractor will perform the technical work required to upgrade your software. New feature configuration, project management, testing, and training are not included and can be ordered separately. `Database Monitoring and Contractor is responsible for monitoring and managing performance of the DBMS. This includes running all ~a-oor-ucoan www.immixtechnology.com Page ST-156 immixTe~hnc~logy, Ir~c. asuL^z+rl~ryot ~ Pr#ut,izG Performance Tuning maintenance scripts such as updating statistics, free space, indexes and database integrity checks as described in Contractor Best Practices. Contractor Application Service Service packs and legislative updates are provided and installed as required to repair reported product Packs and Legislative Updates issues. Modifications to product or report customizations impacted by Service packs or legislative updates are not included and can be ordered separately. Backup ~ Restore Assistance Data backup configuration planning assistance. Ordering Activity is required to perform data backups. Contractor is not responsible for data loss. DEFAULT Ordering Activity shall have the right to terminate Contractor support services in the event that Contractor is in breach of the support services warranty set forth below and such breach is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, Contractor shall refund to Ordering Activity on a pro-rata basis those pre-paid annual support fees associated with the unused portion of the support term. Contractor reserves the right to terminate or suspend support service in the event the Ordering Activity is in default under this Attachment A with Contractor and such default is not corrected within fifteen (15) days after written notice. WARRANTY Contractor warrants that all support services shall be perrormed in a professional and competent manner. CONTRACTOR SOFTWARE SUPPORT SERVICE POLICIES The following Contractor Support Services Policies shall apply to all Software Support Services purchased by Ordering Activity: a. Product Coverage. (i) For each installation, Ordering Activity's must purchase the same software support service type for all software and must purchase the same equipment support service type for all equipment. (ii) Workforce Central suite Contractor only provides service packs for the current release and the two immediately prior releases of the Software. Contractor currently come out with new releases every eighteen months. Resolution of an issue may require that you upgrade to the current release of the Software. Workforce HR and Workforce Payroll are exceptions to the rule. Contractor provides service packs for the current release and the immediately prior release of the Software only for Workforce HR and Workforce Payroll. (iii) Contractor iSeries Central suite Contractor only provides service packs for the current release and the two immediately prior releases of the Software. Resolution of an issue may require that you upgrade to the current release of the Sofiware. (iv) Timekeeper Central Contractor only provides "defect repairs" for the current release of the Software. (v) Contractor defines Version, Release, and Service Pack as follows: (a) Version: A software product upgrade that includes major new features or functionality. (b) Release: A software product upgrade that includes minor new features or functionality. (c) Service Pack: One or more defect repairs bundled into a single update. Service packs are cumulative -Service Pack N will, at minimum, include all of the changes delivered in Service Pack N-1. (d) The software product hierarchy is: Version .Release .Service Pack b. Support Exclusions. (i) Support service does not include service to the Software resulting from, or associated with: (a) Any cause external to the Software including, but not limited to, electrical work, fire, flood, water, wind, lightning and transportation, or any act of God; or (b) Ordering Activity's failure to continually provide a suitable installation environment as specified in Contractor' specifications; or (c) Ordering Activity's improper use, management or supervision of the Software or other failure to use the Software in accordance with Contractor' specifications; or (d) Ordering Activity's repair, attempted repair or modification of the Sofiware without prior authorization from Contractor; or (e) Ordering Activity's use of the Software for purposes other than those for which they are designed or the use of accessories or supplies not approved by Contractor; or (f) Ordering Activity's computer or operating system malfunctions; or (g) Services required for application programs and/or conversions from products or software not supplied by Contractor; or (h) Reprogramming, including reconfiguration of the Software or the rebuilding of Ordering Activity's database. GS-35F-0265X www.immixtechnoloav.com Page ST-157 ~mmixTechnc~logy, Inc.. asubsidsarycf Irnrnisctirct~p (ii) In addition to the Support exclusions above the following Services are NOT covered and are subject to the applicable Contractor Service rates: (a) Configuration Changes, Reprogramming, New Programming such as, but not limited to, Work Rules, Pay Rules, Accrual Rules, Profiles, and Fields (b) Creating New Schedules (c) Terminal Programming and Cold Start (d) Pay Period Changes (e) Programming, modifying, implementing, training or troubleshooting the following: 1. Data integration intertaces (i.e. Connect, Integration Manager) 2. Custom Reports 3. Custom Application extensions (f) Editing Process Manager templates and creating new templates (g) Installing or reinstalling Applications such as, but not limited to, 1. Adding a Workstation 2. Moving the Application 3. Reinstalling following a Hard Drive Crash (h) Database Administration Maintenance or Services such as, but not limited to, 1. Database maintenance scripts 2. Writing or customizing database scripts for data reporting and/or retrieval 3. Pertormance Tuning 4. Sizing 5. Disaster Recovery 6. Database backup strategy and/or setup (i) Establishing aNon-Production Environment such as, but not limited to, 1. Test environments, i.e., application servers, database servers 2. K-Demo (j) Troubleshooting Environmental Issues such as, but not limited to, 1. Operating System 2. Network Issues 3. Firewalls 4. Servers 5. Workstations 6. Single Sign On (k) Custom Reports or Custom Application Extensions (I) Implementation or configuration services related to upgrading product such as, but not limited to, 1. Software implementation 2. Porting custom software (i.e., reports) 3. Change management 4. Training 5. New functionality deployment 6. Application interfaces (m) Service to Contractor custom software is not provided, unless otherwise specified on the applicable Order Form for such custom software. (n) Importing new data i.e. from acquisitions or purchasing of another company. (o) Load balancing configuration (p) Virtual server configuration Support Discontinuance -End of Life Contractor may discontinue support for the Software upon 30 days written notice to Ordering Activity, or at the anniversary date of the relevant support Attachment A, whichever is longer. If such support is discontinued during the initial or any renewal term of the relevant support Attachment A, the remaining value of the Attachment A will be left as a credit on the account to be applied against any future invoices. Reinstatement of Support Services. In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering Activity did not originally purchase Software or Equipment support services and wishes to reinstate or procure such services, Ordering Activity must pay (i) the support services fees at list price for such lapsed or un-procured time period for when the products were not on support; and (ii) the annual support services at the then current list price for the applicable product(s), plus twenty per cent (20%) of the support services fees. Service Coverage Period: 8:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding Contractor holidays, with access to Contractor's technical support staff -Silver Support. The availability of Silver support for new purchases was discontinued on July 1, 2007, and for Silver support Attachment A renewals on May 1, 2008. ~s-sar-u~ti5x www.immixtechnoloov.com Page ST-158 imxT~~~nt~lc~gy, Inc. a subsd€ary of ~ iromireCr 8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding Contractor holidays, with access to Contractor's technical support staff -Gold or Gold Plus Support. 24 hours a day, seven days a week, 365 days a year, with access to Contractor's technical support staff -Platinum or Platinum Plus Support Priority Based Support Contractor provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first. Contractor Global Support has set up the following guidelines to assess the priority of each service request: High Priority: A critical customer issue with no available workaround where the system or a module may be down, experiencing major system degradation, data corruption or other related factors resulting in the customer not being able to process their payroll such as: • Unable to sign-off Time Cards • Totals are not accurate • Unable to collect punches from terminals • Unable to access a critical application function such as scheduling No workaround is available. Medium Priority: A serious customer issue which impacts ability to utilize the product effectively such as: • Intermittent or inconsistent functionality results or data accuracy -accrual balances not matching pay codes but balances are accurate • Data display inaccuracies or inconsistencies across multiple tasks • System performance is inconsistent or fluctuates A workaround is available. Low Priority: Non-critical problem generally Use and Usability issues and or "how to" questions such as: • How do I set up a holiday pay rule? • How do I run a report? • How often should database maintenance be executed? A workaround is available on the customer portal. Response Time. Response Time shall mean from the time the case priority is set by Contractor' Support Center until a Contractor support representative contacts the Ordering Activity to begin service. Contractor utilizes a priority based support focus. Customers with the most critical request will be serviced in accordance with the following guidelines: Priority Gold (Platinum High ~ 2 hours f 1 hour Medium 4 hours ' 4 hours Low (8 hours 1 t3 hours All response times are business hours. The above are only guidelines and may be modified, for a particular incident, based on joint agreement A between Ordering Activity and Contractor, e.g., if a Gold support customer's case is logged at 4:55 p.m., local time, with a "Medium Priority" designation, Contractor would respond before 8:55 a.m., local time, the next business day (Monday -Friday for Gold Support customers). Critical Outages. Contractor Global Support will provide continuous effort on all high priority events through either bug identification, the development of a workaround or problem resolution. If this effort goes beyond normal hours, the case may be passed to the after hours team orto the mission critical support engineer on duty. On-going continuous effort may also be dependent on Ordering Activity's ability to provide a resource to work with the Contractor Global Support engineer during this period. Support outside the scope of the services Attachment A is billable. Technical Escalation. Contractor's case resolution process is a team-based approach structured around specific products of the Application suite and staffed by Support Engineers covering the full spectrum of skill sets and technical expertise. The Teams are empowered to dynamically apply the appropriate resources to a case based on severity and complexity to ensure the fastest resolution time possible. The teams are also GS-35F-0265X www.immixtechnology.com Page ST-159 immix`~echnology, Int. integrated with the Development Engineering staff and engage their assistance and technical guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations. For situations that contain multiple cases an Account Manager may be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource integration and implementation co-ordination. The Account Manager remains engaged until the situation has been successfully remediated. Management Escalation. Ordering Activity may, at any time, ask to speak to a Contractor manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a Contractor Global Support manager, please telephone your Contractor Support Services center and ask to speak to a manager. Software Support Services and Features Contractor provides different levels of support offerings through our Platinum Plus, Platinum, Gold Plus, and Gold support services Platinum Plus Support Service. Platinum Plus Support customers have access to the same features as the Platinum Support customers and access to the Technical Account Manager (TAM). The TAM is a seasoned service professional that will draw upon a vast knowledge of Contractor products and services to provide you with proactive, consultative expertise. For Platinum Plus customers, a TAM is available 24 hours per day, 7 days per week. Platinum Plus customers can designate 5 named contacts, and also enjoy one on-site visit per year. Platinum Support Service. Platinum Support customers have access to the same service features as Gold Support customers and the following additional entitlements: • 24 x 7 x 365 telephone access to Contractor Global Support • Access to Senior Support Engineers • Response time of 1 hour or less for High, 4 hours or less for Medium, and 1 business day or less for Low Priority calls. Platinum Support customers also have the option of upgrading to Platinum Plus. Gold Plus Support Service. Gold Plus Support customers have access to the same features as the Gold Support customers and access to the Technical Account Manager (TAM). The TAM is a seasoned service professional that will draw upon a vast knowledge of Contractor products and services to provide you with proactive, consultative expertise. For Gold Plus customers, a TAM is available from 8:00 a.m.-8:00 p.m., local time, Monday- Friday. Gold Plus customers can designate 2 named contacts. Gold Support Service. Gold Support offers a very well-rounded support program. Included is free access to Contractor Global Support from 8:00 a.m. to 8:00 p.m. local time, as well as the following entitlements noted below. Gold Support customers also have the option of upgrading to Gold Plus. (i) SuperSearch (Available to all Support Attachment A customers). The Search engine searches the following data sources` and includes Basic and Advanced filters to search by product. • Knowledge base • Documentation (Manuals and User Guides) • Service packs • Ordering Activity forums • Technical Advisories and Technical Insiders • Frequently asked questions (FAOs) 'Access to data sources is limited by type of support service. (ii) Technical Advisories (Available to all Support Attachment A customers) Contractor Global Support Center personnel are a valuable source of knowledge and experience. Ordering Activity has access to the same vast repositories of information that they use. Ordering Activity has access to these technical alerts located on the Contractor customer portal. (iii) Service Case Studies (Available to Gold and Platinum level customers) An in-depth understanding of technology and how Contractor applications incorporate that technology. (iv) Learning Quick Tips (Available to Gold and Platinum level customers) a subsidiary of ItgrrrHSt{aro~s "~'~~~-~~°~^ www.immixtechnoloav corn Page ST-160 irnrnixTechnal~gy, Inc.: a aabsidiary a# iesdnixfir Web-based, self-paced recorded training modules for Ordering Activity's Contractor application. These training recordings are short in duration and are available anytime and anywhere via the intemet. (v) Technical Insider (Available to Gold and Platinum level customers) The Technical Insider offers best practices, procedures, and tools and is available through Contractor's customer portal. (vi) Brown Bag Sessions (Available to Gold and Platinum level customers) Training over the Internet on a variety of topics pertaining to the Contractor system. Contractor Global Support offers these Brown Bag workshops in a structured online format without costly travel or interruption to schedule. These sessions are one hour in length and are FREE for all Contractor customers with Gold or Platinum support agreements. (vii) HR and Payroll Answerforce (Available to Gold and Platinum level customers) HR and Payroll Answerforce enables Ordering Activity to facilitate communication between employees, managers and HR professionals. It provides managers and employees with current HR information they need to make effective decisions. Experience an award-winning user interface which delivers up-to-date human resources, employee benefits, compensation, employment and regulatory information directly to desktop. (viii) SHRM e-Leaming (Available to Gold and Platinum level customers) SHRM e-Leaming is an online educational environment that delivers just-in-time training to HR professionals through a series of HR-related mini-courses. SHRMe-Leaming courses are facilitated by leading industry experts and presentations range from 60 to 90 minutes in length. (ix) Interactive Forms (Available to Platinum level customers) Instant access to a comprehensive and easy-to-use library of HR and Employment & Payroll Tax forms and instructions. Ordering Activity can access, fill out, save, print, and maintain over 730 HR forms and 2500 Payroll forms. (x) Service Packs (Available to all Support Agreement customers) Contractor Support Services entitles all Ordering Activities who purchase a support agreement to the latest available product version upgrades, updates and enhancements, and documentation released during the agreement period, available on CD or downloadable from the Contractor customer portal. Protecting Ordering Activity's investment is where Contractor's coverage begins as an Ordering Activity embarks on its journey to increased knowledge and improved business performance. This service feature entitles Ordering Activity to the latest available product releases, updates/patches and legislative updates for the Workforce Payroll'TM module. For many products, the latest support releases (service packs) or legislative updates are posted on the customer portal for Ordering Activity to download and install. Ordering Activity must sign up for email alerts to get notified of the release of new service packs on the Contractor customer portal. (xi) Knowledge Base (Available to all Support Agreement customers) Accessed by our customers thousands of times per month, this online database currently contains thousands of answers to questions about Contractor products. Type in a question and the knowledge base suggests a solution. It is tightly integrated with Contractor's Global Support case management system and captures the real-world experience of its support engineers. The knowledge base is constantly updated. When Contractors support engineers encounter and resolve new situations, they can automatically submit new solutions to the knowledge base. (xii) Frequently Asked Questions (Available to all Support Services customers) Conveniently organized and continuously populated from the knowledge base, FAOs truly represent those issues that customers ask about most. Before querying the knowledge base, try the FAQs to find your answers or get ahead of issues you may not be aware of. (xiii) eCase management (Available to all Support Agreement customers) For Ordering Activity's convenience, Contractor gives Ordering Activity direct access to Contractors electronic case management system. Ordering Activity may make its own notes to help explain what it is encountering. Ordering Activity's case is formally assigned a number and subject to all the normal tracking and routing mechanisms. Cases are reviewed Monday-Friday, during the business hours of the applicable Contractor support center, excluding Contractor holidays. Should Ordering Activity require assistance outside the described hours, it may telephone its Contractor support center. (xiv) Documentation (Available to all Support Agreement customers) Online access to documentation for most of Contractor products, for example: • Installation guides • Configuration guides • Database administrators guides GS-35F-0265X www.immixtechnology.com Page ST-161 immixTechnology,-Inc. a subsidiary c~# ir~nizCirc~;p • User guides • System administrators guides • Database views reference guides. (xv) Customer Forums (Available to all Support Agreement customers) Customer forums provide a unique opportunity to connect with other Contractor customers and to benefit from their real-world experiences. Organized by product platform and using threaded messaging, the Forums allow Ordering Activity to post questions to other forum visitors - orprovide advice to someone else's query. A chance to go beyond simple product "how to," many customers have commented on how the forums have helped them gain a broader understanding of how to leverage their Contractor applications. (xvi) Remote Support (Available to all Support Agreement customers) A web-based screen-sharing application that enables Contractor to support Ordering Activity by empowering Contractor support representatives to remotely view Ordering Activity's user's computer. By connecting through the Internet or via intranets and extranets, support representatives will work in real time with Ordering Activity's users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability. Per-event Software Service. Ordering Activities seeking support outside their service coverage period or Services that are not covered by your Support service or Ordering Activities without a Support Agreement on Active Product will be charged at the current Contractor hourly rate. ~» lilliu ~ E phatte Suppprt Day and Time (local time) :Minimum hours Monday-Friday ~ 2 8:00 a.m.-5:00 p.m. jMonday-Thursday ~ 4 5:01 p.m.-7:59 a.m. E Friday-Monday ~ 8 5:01 p.m.-7:59 a.m. Conditions: 1. Time billed is minimum billable hours and then one hour increments. 2. The 8:00 a.m.- 5:00 p.m. minimum billable hours apply to software support calls received prior to 5:00 p.m. local time Monday-Friday. 3. The response time for customers without a support agreement is within two business days. 4. Customers with a Support Agreement receive a 50 percent reduction from the minimum amount of hours. 5. Per-event rates are not discountable. CONTRACTOR EQUIPMENT /HARDWARE SUPPORT SERVICE POLICIES The following Contractor Support Services Policies shall apply to all Equipment /Hardware Support Services purchased by Ordering Activity: Depot Exchange Service. The premium hardware service option: Contractor ships a replacement unit on an advance exchange basis by next-business day delivery where available if request is received prior to 2:00 p.m. Contractor recommends that Depot Exchange customers procure the appropriate number of spare units to maintain adequate coverage while a unit is out of service. How it works: • Ordering Activity contacts Contractor to troubleshoot the problem. If unable to resolve the issue, Ordering Activity is issued a Return Material Authorization (RMA) Case number to return the unit to ConVactor for repair. • Ordering Activity installs its own spare unit from its inventory. • Contractor ships a replacement unit on an advance exchange basis by next-business day delivery where available if request is received prior to 2:00 p.m. • Upon receipt of replacement, Ordering Activity sends the tenninal needing service back to the Contractor Equipment Services Center. GS-35F-0265X www.immixtechnology com Page ST-162 immixTechncalc~gy, Inc. 8sutrsidiary~ urxnts~ra..~ Availability: Currently ONLY available in Australia, Canada, China, Mexico, New Zealand, and United States. Conditions: • Batching (defined as 2 or more terminals) voids the turn-around time. • Ordering Activity will be charged Contractor' current time and materials rate for the installation (professional services) of any software or firmware upgrades, if available, and if requested. • Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from: 1. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning, transportation, or any act of God; 2. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor's published installation guidelines) including, but not limited to, adequate electrical power; 3. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other failure to use Products in accordance with Contractor' published specifications; 4. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved by Contractor; 5. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or 6. Ordering Activity's repair, attempted repair or modification of the Products. • Terminals are warranted for 90 days from date of shipment. This service includes access to equipment service packs /firmware updates available on the Contractor customer portal. Ordering Activity must sign up for email alerts to get notified of the release of new service packs on the Contractor customer portal. Depot Exchange Service. This service was designed for those Ordering Activities who keep their own inventory of spare terminals and options. How it works: • Ordering Activity contacts Contractor to troubleshoot the problem. If unable to resolve the issue, Ordering Activity is issued a Return Material Authorization (RMA) Case number to return the unit to Contractor for repair. • Ordering Activity installs its spare unit from its inventory. • Ordering Activity sends the terminal needing service back to the Contractor Equipment Services Center. • Upon receipt of product, Contractor shall repair the product within ten (10) business days and return to you by regular surface transportation. Availability:NOT available in Australia, China and New Zealand. Conditions: • Batching (defined as 2 or more terminals) voids the turn-around time. • Ordering Activity will be charged Contractors current time and materials rate for the installation (professional services) of any software or firmware upgrades, if available, and if requested. • Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from: 1. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning, transportation, or any act of God; 2. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor' published installation guidelines) including, but not limited to, adequate electrical power; 3. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other failure to use Products in accordance with Contractor published specifications; 4. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved by Contractor; 5. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or 6. Ordering Activity's repair, attempted repair or modification of the Products. • Repairs are warranted for 90 days from date of shipment. This service includes access to equipment service packs !firmware updates available on the Contractor customer portal. Ordering Activity must sign up for email alerts to get notified of the release of new service packs on the Contractor customer portal. Per~vent Repair Service Per-event rates apply to Ordering Activities without an equipment support agreement. The Contractor Equipment Services center will attempt to repair any repairable defective item within 15 business days after receipt at the current Per-event pricing. The product will be returned by regular surface transportation. How it works: • Ordering Activity contacts Contractor to get a Return Material Authorization (RMA) Case number to return the unit to Contractor for repair. GS-35F-0265X www.immixtechnology.com Page 51-lti:i immixTechnc~l~gy, Inc... a subsid~ry of ~ i~nixCr • Ordering Activity installs it spare unit from its inventory • Ordering Activity sends the terminal needing service back to the Contractor Equipment Services Center. • Upon receipt of product, Contractor shall repair the product within fifteen (15) business days and return to the customer by regular surface transportation. Conditions: • Batching (defined as 2 or more terminals) voids the turn-around time. • Ordering Activity will be charged Contractor's current time and materials rate for the installation (professional services) of any software or firmware upgrades, if available, and if requested. • Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from: 1. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning, transportation, or any act of God; 2. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor' published installation guidelines) including, but not limited to, adequate electrical power; 3. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other failure to use Products in accordance with Contractor' published specifications; 4. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved by Contractor; 5. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or 6. Ordering Activity's repair, attempted repair or modification of the Products. ~ Repairs are warranted for 90 days from date of shipment. This service does NOT include access to equipment service packs /firmware updates. KNOWLEDGEPASS EDUCATION SUBSCRIPTION The following terms shall apply to Ordering Activity's purchase of the Contractor KnowledgePass Education Subscription if specified on the Order Form: (a) Scope: The KnowledgePass Education Subscription is only available to Ordering Activities who are licensing Contractor's Workforce Central Software products and who are maintaining such products under a support plan with Contractor. The KnowledgePass Education Subscription provides access via the intemet to certain educational offerings provided by Contractor (the "KnowledgePass Content"), including: i. Hands-on Guided Practices ; ii. Tutorials; iii. Concept movies; iv. Job Aids in `pdf forth; v. Training Kits (downloadable zip files of modifiable learning content); vi. Information Webinars; and vii. Train-the-Trainer Resource Center (which is only available to customers who purchase one of Contractor' Train-the Trainer Programs) which includes: • Instructor Guide • Student Guide • Job Aids • Database files The content of these offerings are subject to change by Contractor without notice. (b) Term of Subscription: The KnowledgePass Education Subscription shall run co-terninously with Ordering Activity's Software Support, and shall renew for additional one (1) year terms provided Ordering Activity renews its KnowledgePass Education Subscription as provided below. (c) Payment: Ordering Activity shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Forth. Contractor will send Ordering Activity a renewal invoice for renewal of the KnowledgePass Education Subscription at (east forty five (45) days prior to expiration of the then current term. KnowledgePass Education Subscription shall renew for an additional one (1) year term if Ordering Activity pays such invoice before the end of the initial term or any renewal term. (d) Limitations: Ordering Activity recognizes and agrees that the KnowledgePass Content is copyrighted by Contractor. Ordering Activity is permitted to make copies of the KnowledgePass Content provided in `pdf form solely for Ordering Activity's internal use and may not disclose such KnowledgePass Content to any third party other than Ordering Activity's employees. Ordering Activity may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of Contractor, provided that Ordering Activity may download and modify contents of Training Kits solely for Ordering Activity's internal use. (e) Train-the-Trainer Program (TTT): Certification under the Train-the-Trainer Program is valid only for the point release of the Software for which the TTT Program is taken, and covers only the Ordering Activity employee who completes the TTT Program. -- - - - www.immixtechnology.com Page ST-164 immxT~chnalc~gy, Inc. a s~bsufi~ry csf irr~nixGtts KRONOS WEBTA SUPPORT POLICIES AND SERVICES The current Gold Support standard policies and maintenance services for the Kronos webTA family of products are listed below unless the Ordering Activity has different agreements in their existing contracts governing their maintenance support services. In the absence of a specific maintenance support services contract between Contractor and the Ordering Activity the maintenance support services listed in this document prevail. Kronos webTA customers are only eligible to receive Gold Support. Kronos Gold Plus, Platinum and Plus Programs are not available under webTA support and maintenance agreements. Product Coverage For each product installation in the Kronos webTA family of products, Ordering Activity's must purchase the same software support service type for all Kronos webTA software products. The Kronos webTA family of products is sold to entities within the U.S. Federal Government. The Supported Product List for the Kronos webTA family of products is as follows: • Kronos webTA -time, attendance & leave management • Kronos webLM -labor, project & activities tracking & costing • Kronos webTA Services - interoperability, interfacing, SOA, API • Kronos webTA Mobile -mobile access to webTA &webLM • Kronos webTA Mobile Supervisor -mobile access to webTA &webLM • Kronos webTA Report Server -web based reporting server • Kronos webTA Reports -web based webTA reporting, analytics, OLAP • Kronos webTA Smart-time -suggestion based time, attendance & leave • Kronos webTA Console -dash board information views • Kronos webTA Guide -service enabled on line training module Kronos webTA Family of Products Contractor through Kronos only provides maintenance service support for the current version (for example, 4.x.x) and the immediate prior supported version and release (for example, 3.8.x) of the Software for a maximum of 24 months. Resolution of an issue may require that a customer upgrade to the current release or version of the Software. Contractor through Kronos defines Version, Release, and Service Pack as follows - Version: A software product upgrade that includes major new features or functionality. Release: A software product upgrade that includes minor new features or functionality. Service Pack: One or more defect repairs bundled into a single update. Service Packs are cumulative -Service Pack "N" will, at minimum, include all of the changes delivered in Service Pack N-1. Note: the software product hierarchy is: Version, Release, Service Pack Support Exclusions Support service does not include service to the Software resulting from, or associated with: 1. Any cause external to the Software including, but not limited to, electrical work, fire, flood, water, wind, lightning and transportation, or any act of God; or 2. Ordering Activity's failure to continually provide a suitable installation environment as specified in Kronos' specifications; or 3. Ordering Activity's improper use, management or supervision of the Software or other failure to use the Software in accordance with Kronos' specifications; or 4. Ordering Activity's repair, attempted repair or modification of the Software without prior authorization from Contractor; or 5. Ordering Activity's use of the Software for purposes other than those for which they are designed or the use of accessories or supplies not approved by Contractor, or 6. Ordering Activity's computer or operating system malfunctions; or 7. Services required for application programs and/or conversions from products or software not supplied by Contractor through Kronos; or 8. If a Gient alters the database in any manner on their own without partnering with Contractor then the maintenance support and wan'anties are no longer valid; or 9. Re-programming, including reconfiguration of the Software or the rebuilding of Ordering Activity's database. 10. Contractor through Kronos will support or implement Software under the currently supported releases of 3rd party vendor infrastructure products (database, operating, and application software) only. In addition to the Support exclusions above the following Services are NOT covered by your Kronos Support Service Agreement and are subject to the current Kronos Professional Service rates. 1. Configuration Changes, Reprogramming, New Programming such as, but not limited to, Work Rules, Pay Rules, Accrual Rules, Profiles, pay plans, work schedules, accounting structures, workflows, role definitions, and interfaces .Creating New Business Rules a. Terminal Programming and Cold Start b. Pay Period Changes 2. IT related maintenance a. Unsupported Operating System, Database, or Software b. Database Software upgrades c. Middleware upgrades d. Performance related issues caused by non application events GS-35F-0265X www.immixtechnoloo~om Page ST-165 imrrtixfieehnology,lnc.:. e. SSO Requirements f. Load Balancing g. Monitor/management tools h. Internet security consulting/firewall integration i. API/XML consulting j. Web Services consulting k. IT process review (backup, refresh, etc.) I. VMWare (Virtual Machine) m. All hardware (other than Kronos hardware) 3. Programming, modifying, implementing, training or troubleshooting the following: a. Data integration interfaces b. Custom Reports c. Custom Application extensions 4. Editing templates and creating new templates 5. Installing or reinstalling Applications such as, but not limited to: a. Adding a workstation b. Moving the Kronos application c. Reinstalling following a hard drive crash d. System Restoration after hardware failure e. Virus Protection and Spyware 6. Database Administration Maintenance or Services such as, but not limited to: a. Database maintenance scripts b. Writing or customizing database scripts for data reporting and/or retrieval c. Pertormance Tuning d. Sizing e. Load balancing f. Data warehouse, data mart, cloud computing, data mashing consulting g. Disaster Recovery (other catastrophic failure) h. Database backup strategy and/or setup 7. Establishing aNon-Production Environment such as, but not limited to: a. Test environments, i.e., application servers, database servers b. Demonstration environment c. Training environment 8. Troubleshooting Environmental Issues such as, but not limited to: a. Operating System b. Network Issues c. Firewalls d. Servers e. Workstations f. Alternate sign on processes, such as single sign on or eAuthentication 9. Custom Reports or Custom Application Extensions 10. Implementation or configuration services related to upgrading product such as, but not limited to: a. Software implementation b. Porting custom software (i.e., reports) c. Change management d. Training e. New functionality deployment f. Application interfaces 11. Service to Kronos modified software is not provided, unless otherwise specified on the applicable Statement of Work and Purchase Order for such modified software. 12. Importing new data or developing additional interfaces 13. Load balancing configuration 14. Virtual server configuration Support Discontinuance -End of Service Life Contractor through Kronos may discontinue support for the Software upon 30 days written notice to Ordering Activity, or at the anniversary date of the relevant support agreement, whichever is longer. If such support is discontinued during the initial or any renewal term of the relevant support agreement, the remaining value of the agreement will be left as a credit on the account to be applied against any future invoices. Contractor through Kronos would no longer provide any type of support for the discontinued Software - no calls accepted, and no patches, bug fixes or changes in any form will occur no matter the Ordering Activity issue. The Ordering Activity is eligible to receive the next version or release of the Software as long as they are current on their maintenance support services payment and their current Software is not yet discontinued. If the Ordering Activity's current Software has been discontinued and the client is current on their maintenance, but the Ordering Activity has not upgraded to the new version or release by the date of discontinuance of support, then the Ordering Activity will have to purchase new a sutKiaiary at ~ imrni~ro GS-35F-0265X www.immixtechnoloq~com Page ST-166 imxTechnc~lc~gyi Inc.. licenses of the Software. Contractor through Kronos would provide a credit toward the purchase new licenses by the unused portion of their maintenance payment. If the Ordering Activity does not remain current on their maintenance support services before the discontinuance of support, then they will not receive the next version or release of the Software until they reinstate their licenses of the Software. The Ordering Activity must become current on their maintenance and upgrade to the new version or release before the discontinuance of support date to avoid having to purchase new licenses of the Software. If the Ordering Activity did not remain current on their maintenance support services and did not become current on their maintenance supports services before the discontinuance of support, then they will not receive the next version or release of the Software until they purchase new licenses of the Software. Reinstatement of Support Services In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering Activity did not originally purchase Software or Equipment support services and wishes to reinstate or procure such services, Ordering Activity must pay the list price for the Support service for such lapsed or un-procured time period, plus a twenty per cent (20%) reinstatement fee in addition to the current support fee for the support option being purchased by Ordering Activity. Gold Support Service Coverage Period Contractor through Kronos provides maintenance support services to their customers during regular business hours. Regular business hours are defined as weekdays, Monday through Friday, between 9 a.m. and 5 p.m. Eastern Time, except on Kronos holidays and Federal holidays. Non-business hours support is available with a 3-day notice from the customer that they will need non-business hours support. Non-business hours are defined as weekday support between the hours of 5 p.m. and 9 a.m. Eastem Time, during any 24-hour period of a Kronos holiday, Federal holiday and on weekends. Non-business support will include additional services fees above the then current annual maintenance fee. Contractor through Kronos will provide on-call Tier 2 and Tier 3 help desk support to diagnose and correct Kronos webTA system problems and bug fixes to the initial configured as tested, accepted, and deployed baseline release. The primary means of support is a 24-hour web interface to a sophisticated request tracking system. Support requests can be submitted at https://kronosfederal.com/support or by calling our toll-free number. Support requests are automatically forwarded to the appropriate support staff. Priority Based Support Contractor through Kronos provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first. Kronos webTA Support has set up the following guidelines to assess the priority of each service request: 1. High Priority: These items are further defined as either a Blocker issue or a Critical issue and can be marked as such in the ticketing system. A critical customer issue with no available workaround where the system or a module may be down, experiencing major system degradation, data corruption or other related factors resulting in the customer not being able to process their payroll such as: a. Blockerlssues i. Production is down and unable to sign-off Time Cards ii. Actual totals are not accurate iii. Unable to access a critical application function iv. No workaround is available. b. Criticallssues i. Crashes of the system ii. Loss of data iii. Severe memory leak 2. Medium Priority: An issue to be marked as Major in the ticketing system. This is a serious customer issue which impacts ability to utilize the product effectively such as: a. Intermittent or inconsistent functionality results or data accuracy b. Data display inaccuracies or inconsistencies c. System performance is inconsistent or fluctuates d. A workaround is available. 3. Low Priority: Non-critical problems that are marked as either Minor or Trivial and are generally Use and Usability issues and or "how to" questions such as: a. Minor Issues i. How do I set up a holiday pay rule? ii. How do I run a report? iii. How often should database maintenance be executed? iv. A workaround is available on the customer portal. b. Triviallssues i. Misspells ii. Misaligned text iii. Other cosmetic problems GS-35F-0265X www.immixtechnologv.com rage 5 i- i o i imrrtixTeehnc~logy, [n~. n~~~~~~ ie~wnlxt;m~s Response Time Response time shall mean from the time the case priority is set by Kronos' webTA Support Center until a Kronos support representative contacts the Ordering Activity to begin service. Contractor through Kronos utilizes a priority based support focus. Ordering Activity's will be serviced during regular business hours in accordance with the following guidelines: 1. High Priority -1 hour 2. Medium Priority - 4 hours 3. Low Priority - 8 hours 4. All response times are business hours. Critical Outages Kronos Support will provide continuous effort on all high priority events through either bug identification, the development of a workaround or problem resolution. If this effort goes beyond regular hours, the case may be passed to anon-business hour's team or to the mission critical support engineer on duty. On-going continuous effort may also be dependent on the customers ability to provide a resource to work with the Kronos Support engineer during this period. Support outside the scope of the services agreement is billable. GS-35F-0265X www.immixtechnolooy.com Page ST-168 KRONQS~ Statement of Work For the Kronos Workforce Solution Prepared for County of Orange Created: 02/03/2011 Expires unless SOW signed by: 05/03/2011 Prepared By: Steve McGowen Filename: County of Orange SOW 020311 - R3M.docx Salesperson: Ray Adams Tool Name: EXPERTQuote 5.07 Pre-Sales Consultant: Control ID: SM020311-R1 'Customer requires a purchase order for: None Needed Project Type: New Implementation © 2011 Kronos Incorporated. All rights reserved. Information within is subject to change without notice. Kronos Confidential -Not to be disclosed to third parties without express written consent from Kronos. ,. `i~ KRONOS`~ TABLE OF CONTENTS 1 EXECUTIVE SUMMARY 3 1.1 DOCUMENT PURPOSE 3 1.2 PROJECT OVERVIEW 3 1.2.1 PROJECT GOALS AND OB.IECTIVES 3 1.2.2 PROPOSED SOLUTION 3 1.2.3 PROFESSIONAL SERVICES INVOICING SCHEDULE 5 1.2.4 PROJECT DURATION AND IMPLEMENTATION APPROACH 5 1.2.5 RESOURCE REQUIREMENTS 6 1.3 SIGNATURES AND APPROVALS 9 2 STATEMENT OF WORK DETAILS 10 2.1 SOLUTION ASSUMPTIONS 1 U 2.1.1 GENERAL IMPLEMENTATION INFORMATION 10 2.1.2 WORKFORCE TIMEKEEPER 10 2.1.3 NEXT GENERATION USER INTERFACE 11 2.1.4 TIMEKEEPER TERMINALS 12 2.1.5 WORKFORCE ACCRUALS® 12 2.1.6 WORKFORCE INTEGRATION MANAGER 12 2.1.7 INTERFACES 12 2.1.8 TECHNOLOGY 13 2.2 PROFESSIONAL SERVICES 14 2.2.1 PROJECT MANAGEMENT LEVEL OF SERVICE /ESTIMATED SERVICES 14 2.3 EDUCATIONAL SERVICES 15 2.3.1 SELECTED TRAINING 15 2.3.2 EDUCATIONAL PRODUCTS 16 2.3.3 EDUCATIONAL SERVICES SUBSCRIPTION - KNOWLEDGEPASST"^ 16 2.3.4 END USER EDUCATION HAS NOT BEEN INCLUDED 16 2.3.5 RECOMMENDED TRAINING NOT INCLUDED IN PROJECT SCOPE 17 2.3.6 KRONOS TRAIN THE TRAINER PROGRAM FOR WORKFORCE TIMEKEEPER 6.2 17 3 APPENDIXES 18 3.1 ADDITIONAL REFERENCE DOCUMENTS 3.1.1 ENGAGEMENT GUIDELINES 18 18 County of Orange SOW 020311 -R3M.docx I KRONOS INCORPORATED CONFIDENTIAL I Page 2 of 18 ~~! KRONOS~ .Y..y -;.... ~~ .J [a ~' a~ourerarunn 1 EXECUTIVE SUMMARY 1.1 DOCUMENT PURPOSE Kronos is pleased to be considered a human capital management business partner with County of Orange. The purpose of this document is to provide an outline of the work required and the professional services estimated for your Kronos solution. This document defines current understanding by Kronos of the engagement's objectives, scope, assumptions, risks and constraints and is based upon information gathered during conversations with County of Orange during the sales cycle, with the key assumption that Kronos and County of Orange will jointly staff the project team during the project lifecycle. This Statement of Work provides a documented basis for making future decisions and for confirming or developing a common understanding of project scope among the stakeholders. Any change to the assumptions in this document or the discovery of increased complexity during the engagement will be considered a change in the scope of the professional services, and will be managed through the Kronos standard change control procedures. For detailed information regarding project scope and assumptions, project complexity and risk areas, please see the sections of the document after the approval page. Please note that an approval in section 1.3 includes approval of the Statement of Work details and Assumptions and Appendixes sections. The appendixes of this document also make reference to and provide hyperlinks for the Kronos Engagement Guidelines and Customer Implementation Guide, if applicable. 1.2 PROJEGT OVERVIEW 1.2.1 PROJECT GOALS AND OBJECTIVES County of Orange is an organization in the Government industry and has approximately 1000 employees across up to 6 functional groups to be implemented. This project will be focused on implementing the Kronos workforce management solution in 20 weeks. The scope of this engagement includes the implementation of the products and services summarized in the Kronos solution that follows. This proposal anticipates that the solution will be fully operational in a production environment based upon the project scope detailed in this document and the mutually agreed solution design documentation completed collaboratively during the project. 1.2.2 PROPOSED SOL UT/ON The estimated investment included in this Statement of Work is quoted in USD$: Item $ Professional Services $57,730.00 Educational Services Offerings $15,596.51 Estimated Investment for This Implementation $73,326.51 County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 3 KRONOS' ~ e . ~~ ~~M~~I,~t,>,,- The Professional Services estimated are based on the following buying scenario: SOFTWARE AND INTERFACES Software and Interfaces Service Type Optional features to be implemented Workforce Timekeeper New v6.2 Cascading Accruals and Pay Codes Workforce Employee WTK New v6.2 Workforce Integration Manager New v6.2 Workforce Accruals New v6.2 Next Generation User Interface New v6.2 TERMINALS/ACCESSORIES Terminals/Accessories Details 4500 Numeric Terminals Bar Code 10/100 Mbit Ethernet rrtvrt„IVIVAL StKVICES The professional services fees for this project are: Services $ Project Management and Implementation Services $57,730.00 The professional services fees are based on the extensive experience that Kronos has in implementing human capital management solutions using our proven MomentumTM implementation and project management methodologies and tool sets. These methodologies are adaptable and responsive to an individual project's requirements while still providing repeatability and a consistently high quality customer experience. ONSITE CONSULTING The professional services fees contained in this Statement of Work assume a maximum of 7 days of onsite consulting, to be delivered in full day increments. FIXED FEE ASSUMPTIONS Notwithstanding anything to the contrary contained in the Sales, Software License and Services Agreement between County of Orange and Kronos, for the professional services set forth in this Statement of Work (and on the corresponding Order Form for such services), Kronos agrees to complete the services described herein for the fixed fee set forth herein, unless additional hours are required to complete the services described herein due to a material change in the scope of the project, County of Orange's delay in fulfilling its obligations, or as a result of a change in the complexity of the original scope of services based on information unknown at the time the parties entered into this SOW. Any such additional hours shall be agreed upon by the parties pursuant to the Change Order process described in this SOW and the fixed fee amount described herein shall be amended as provided in such Change Order. If Kronos has not invoiced County of Orange for the entire fixed fee amount as set forth in this SOW (or a Change Order, if applicable) prior to completion of the services described herein, upon completion of the services, Kronos will invoice County of Orange for any remaining fees up to the fixed fee amount and County of Orange shall pay such fees upon the payment terms agreed upon by the parties. MATERIAL CHANGE IN SCOPE A Material Change in Scope may be the result of one or more of the following: • Newly discovered information regarding the implementation conditions that would impact scope or timeline such as changing the number of work rules, interfaces, or significantly increasing the amount of configuration to be completed. ~oun[y oT urange 5Vw 020311 -R3M.docx Kronos Confidential Page 4 ~# KRONOS' c<3 MQ1~+MENTUTv1 • Addition of software licenses • Addition of new sites/locations • Addition of a new interface or new functionality • Extending /surpassing the agreed upon timeline solely due to Customer's actions. • Customer's inability to staff the project with appropriate resources, skills and availability (this includes a change in resources) that specifically results in extending /surpassing the agreed upon timeline and Project Plan as agreed to during the Plan phase of this project. • Customer's repeated inability to meet deadlines that create a material change in scope. • Customer's inability to proactively manage the change necessary for its end-users to readily accept an automated business system EDUCATIONAL SERVICES The minimum recommended investment in educational services is: $15,596.51 During the project, by means of education and consulting services, a solid knowledge transfer will occur between Kronos and County of Orange. This knowledge transfer will allow you to take ownership of your new Kronos application. 1.2.3 PROFESSIDNAL SERVICES INVOICING SCHEDULE Professional Services are fixed and invoiced on a milestone basis in 5 equal payments. Services will be invoiced, following mandatory customer sign-off, based upon the following schedule: 20% -Plan Phase Sign-off 20% -Assess Phase Sign-off 20% -Solution Build Phase Sign-off 20% -Test and Certify Phase Sign-off 20% -Deploy and Support Phase Sign-off 1.2.4 PROJECT DURATION AND IMPLEMENTATION APPROACH The project estimates provided in this Statement of Work are based on a deployment that consists of Phases by Deployment Group with 2 phase(s) and 2 Deployment Instance(s) (or Go-Lives). The proposed solution as proposed shall not exceed a total duration of 20 weeks. Depending upon County of Orange's resource availability and project task capability, the duration of the project may need to be extended. This will increase the number of hours required for tasks that are performed on a weekly basis such as managing project communications, managing/updating project plans, facilitating project meetings and updating project status reports. Depending on the product features designed during the project, the capabilities of the project team, and capacity of the end user community to accept the solution, the project team may recommend additional deployment phases. For example, it may be recommended to initially concentrate on core functionality requirements, followed by optional features after a period of stabilization and acceptance by the customer community, resulting in a more efficient project and improved customer experience. Any mutually agreed- upon changes to the deployment approach will be handled through the Kronos standard change control procedures. County of Orange SOW 020311 -R3M.doCx Kronos Confidential Page 5 ~;~ ~,~ KRONOS' ;'~ '~ ~~~r nnc~nnt`munn It is assumed that a high level executive will be assigned as an Executive Sponsor and will remain engaged during the full lifecycle of the implementation. The Executive Sponsor will secure resources to support the defined duration of the project, take active part in Project Kick-off and Solution Overview, Phase Reviews and completing Milestone sign-offs. This level of Executive involvement will allow for cost containment resulting in an increased Return on Investment (ROI) and avoid unnecessary delays. A Blended delivery method will be used for this implementation. A blended delivery method is a combination of both onsite and remote implementations. These are the benefits of this approach: • Minimal impact on your business due to staffing resources based on the needs of our customer which incorporate the best use of onsite and virtual interaction • An efficient implementation process won't waste your time with starts and stops. We'll deliver a solid plan using a seasoned team of experts who get it right the first time • We offer a variety of convenient training options to fit any budget - at your desk, at our offices, or at your location • There will be a greater visibility and integration of the Kronos team into County of Orange's business operations • We offer a consultative, collaborative approach to designing and implementing solutions that solve your critical business issues • Direct person to person interaction provides greater opportunity for knowledge sharing TRAVEL EXPENSES Billable travel expenses will be charged pursuant to the terms and conditions of the Kronos Sales, Software License and Services Agreement. Resources may be used for the project that require the payment of airfare, lodging and other related travel expenses. For additional information, see the Engagement Guidelines link in the Appendixes section of this document. For budgeting purposes, Kronos recommends County of Orange budget $4,000 for billable travel expenses. Only actual travel expenses will be invoiced. 1.2.5 RESOURCE REQUIREMENTS This project involves shared risk by both Kronos and County of Orange. Our Kronos experience has shown that the project team needs to be aware of its level of involvement in the implementation of the Kronos solution as the project is being planned. A sample organizational chart for the project is provided for your review: County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 6 ~# KRONOS' ~a~~~TU l l ~ _ _ _ ~ _ „~ - ~ E y ~~ , ,,~„t ~brt to ~ PnnC~1 rye car) I Projc~t~. i _ i ~~ ~~~ ~ ~ Payrvlt SME{sj ' ~ l -~- 5otution t~nauEtarR I _ f15~rtti41 R - q~y~~f8e! L'~MIiU1fi~fN i SME{a) I flnsnceSi~tE{sl 4srterfciceCnnwltarrt l l TT Lid Tecnna~agy Go~suMaM . ~ Nehvnric Sim F ~ L16A EQucaifo~n Gonsu3tsnt I j Other reSOUroes as Operatmrts ReQs rlqufreE IfM~eftry, LZ4'~tlnb estt I ~` Sdicduiiag SM~(s) l ~,. ~t" 1.2.5.7 Roles and Responsibilities Based on Kronos implementation experience, the following roles are critical for the successful implementation of the Kronos system in your organization: For Workforce Central implementatio ns please refer to the Customer Implementation Guide for a detailed listing of roles and responsibilities. Role Suggested Qualifications Executive Sponsor Experienced in leading organizations through change and developing communication plans. Ability to commit time to be engaged prior to starting the project and must remain committed during the full lifecycle of the implementation. Ability to take part in Phase Reviews and Milestone sign-offs. Project Manager Experienced project manager with successful track record. Functional Team These individuals, such as the HR manager or specialist, payroll manager or specialist, etc., are responsible for executing the project tasks on time and within the quality guidelines and for developing and reviewing all project deliverables. Payroll Subject Matter Expert Complete comprehension of your time, attendance, and payroll policies. Strong oral and written skills. Human Resources Subject Matter Complete comprehension of your organizational structure, salary Expert grades, job positions, benefits, union contracts, employee handbook, human resource actual practices, and human resource documented policies and reporting needs. Strong oral and written skills. Technical Lead Experienced with databases, Web servers, application servers, backups/restores, and database performance tuning. Technical Team Should have a good understanding of the customer's applications, the network, the underlying technical environment and tools, and the business/functional environment and requirements. Database Administrator (optional) Experienced with performance tuning, backup and recovery plan creation, implementation of database engines and maintenance of test and production environments. County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 7 ~~- KRONOS' y~ MQMENTUM Network Administrator (optional) Knowledge of the organization's network, future plans, and outstanding issues or problems. Technical knowledge of network connectivity, and strong network troubleshooting skills. System Administrator (optional) Experienced system administrator knowledgeable in the operating system(s), administration rights, etc. (recommended to have two years of experience). Help Desk Lead/Workforce Central Knowledgeable in Windows based applications. This individual will Configuration Master (optional) also complete the requisite Kronos courses to configure, maintain and support the Kronos software. Webmaster (optional) Knowledgeable in Apache, Sun ONE, or Microsoft Internet Information Server. Interface Specialist and Report Writer Knowledgeable in the data flow requirements of systems to be (optional) interfaced. Has experience with major report writer -preferably Crystal. Training Lead (optional) Experienced in adult learning and defining/creating user procedures to successfully roll out the system implementation. In some organizations, the resource available in one organizational role may be able to cover more than one project role. If any of the customer specified roles are not available in your organization, please contact your Kronos representative as this may impact the professional services required, or the implementation approach recommended to complete a successful project for your organization. Common risks in any project surround customer resource availability due to competing priorities from daily tasks and other responsibilities. The customer level of effort (as displayed below) is intended to give you a general idea of the amount of time your team members should plan on devoting to the project compared to the Kronos resources throughout the project phases. Project Staffing Requirements 350 - - _- 300 _ ~-~ ~- 250 - ; ~ ~____ 200 - _ __ f~ ~ 150 - - .!-`_`.` ~ 100 ~ ~ ~ 50 ', ! 0 ~- -~-- - Plan Assess Solution Build Test & Certify Deploy & Support Project Phase Kronos Resources Customer Resources Upon completion of the Assess Phase, the Kronos project team will work with County of Orange to complete a detailed project plan for the remainder of the project. Following the completion of the project plan baseline, standard change control processes will be used to communicate any changes to the budget or timeline. County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 8 ~;~ KRONOS' 1.3 SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE By: ~r: ;~>~ r~Qn~+enrrur+n Date: This Statement of Work is subject to County of Orange's agreement with Kronos governing Professional and Educational Services. By signing below, County of Orange's authorized representative agrees to purchase the services described herein. Very truly yours, Kronos Incorporated ACCEPTED AND AGREED County of Orange Title: ~1~~~'~ ~iL/'~117~Q V-YGt~J/ Date: 6- Z7- I l County of Orange may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of the proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated. All rights reserved. Copyright 2011. Kronos, the Kronos logo, Kronos Touch ID, Visionware, Timekeeper Central, Workforce Accruals, Workforce Analytics, Workforce Central, and Workforce TeleTime are registered trademarks, and Kronos 4500, Momentum, Workforce Absence Manager, Workforce Activities, Workforce Attendance, Workforce Connect, Workforce Central Portal, Workforce Device Manager, Workforce Employee, Workforce HR, Workforce Integration Manager, Workforce Leave, Workforce Manager, Workforce Payroll, Workforce Record Manager, Workforce Scheduler, Workforce Scheduler with Optimization, Smart Views, and Workforce Timekeeper are trademarks of Kronos Incorporated or a related company in the United States. For a complete list of Kronos trademarks, see httg://www.kronos.com/Trademarks.htm. iSeries is a trademark of IBM. Oracle is a registered trademark of Oracle Corporation. Microsoft, Windows NT, Windows 2000 and Windows XP are registered trademarks, and Windows Vista is a trademark of Microsoft Corporation in the United States and/or other countries Crystal Reports is a registered trademark of Business Objects SA. County of Orange SOW 020311 -R3M.docx Kronos Confidential Page s 1~ ~~ KRONOS' r~ ( i ~~1`~t,t • ~- ~ 2.1 SOLUTION ASSUMPTIONS The following solution details have been discovered through analysis with County of Orange throughout the sales cycle and form the scope by which this project will be managed. Additional assumptions have been made, where necessary, in order to estimate the professional services required for County of Orange's solution. Solution analysis and design may be performed during the Assess Phase(s) of the project in order for both parties to mutually agree on the Solution Design. If the solution or assumptions defined in this document change, Kronos and County of Orange will review and adjust the project scope and budget accordingly through standard Kronos change control procedures. Where applicable throughout this section, if not specifically stated as "Kronos to Implement" County of Orange is responsible for the implementation or configuration. 2.1,1 GENERAL IMPLEMENTATION INFORMATION Item Total Kronos tolmplement No. of Employees 1000 1000 No. of Functional Groups Up to 6 Up to 6 2.1.2 WORKFORCE TIMEKEEPER CORE FUNCTIONALITY Item Scope and Assumptions Functional Group Analysis County of Orange has approximately 6 functional group(s), and Kronos is to implement 6 of these. In order to clearly define the pay/work rules configuration for the implementation, Kronos will perform 1 centralized analysis (Product Design) for the Workforce TimekeeperT^^ application. County of Orange is responsible for all identification of, interpretation of, and compliance with any applicable laws, regulations, and statutes that affect the project and configuration. Pay Policy Definition Pay policies will be clearly defined by County of Orange for Kronos resources prior to configuration. Pay/Work Rules Configuration The estimated number of pay/work rules is 35 and Kronos is to implement 35 of these. Basic Accrual Policy Configuration The estimated number of basic accrual rules is 0 and Kronos is to implement 0 of these. Historical Data Loads Services to assist with historical loads of time and attendance data are not included in the scope of this project. Visual Theme Customizations The customization of the visual theme of Workforce Central is limited to that of a shallow theme. Documentation is provided in order for County of Orange's graphic designer to make more in depth customizations to the theme. Employment Terms The use of employment terms for Holiday Profiles and Duration Pay Codes is included. Use of Employment Terms to support contract employees that involves the overriding of person record attributes or the use of Work Hours Definition is not within the scope of this document. A further examination of how Contract Employees are to be implemented is necessary. Data Collection Method(s) Workforce Employee WTK, 4500 Alpha Terminals county of grange SUw 020311 -R3M.docx Kronos Confidential Page 10 ~~ KRONOS' ~~i :Y ~ F. Md'3MENTUM naT~nNel FFeTURFS Tn BE IMPLEMENTED Item Scope and Assumptions Workforce EmployeeTM' No custom or tailoring work will be required in this implementation. Configuration Product will be configured according to the mutually-agreed upon solution design during the Implementation to: Allow employees to complete a standard online timecard with in and out times; Allow employees to enter pay code edits, duration of time and work rule transfers; and Allow employees to view their time details, schedules, accrual information (if accrual balances will be imported) and pay stub reports/pay slips. Generic Data Access Profiles Generic data access profiles will not be included in this implementation. Generic data access profiles allow you to restrict access to specific pay rule and accrual rule configuration data from users who create and update these policy rules in different areas of your organization. Generic Data access profiles are most likely to be used by multinational companies that wish to "hide" one country's policies and configuration from another country's configuration users. Additional hours may be required to implement generic data access profiles. If this feature is needed, a separate, more in-depth discovery will be conducted, and additional hours may be required. Time-Off Requests (Through Hours have been added to configure time off requests. These hours Employee Self-Service) include configuration of time off requests that can be used from either the software or from the Kronos 4500 Terminal. Standard Reporting This Statement of Work includes time to configure the Standard (Basic RDLC) version of the Workforce Central reporting solution using Microsoft Reports Definition Language Client (RDLC). Kronos will provide all the necessary software components to run basic reports with what the Workforce Gentral installation provides. SSRS is not included in the scope of this project. Cascading Pay Codes Hours are included for cascading pay codes (the ability to draw hours from one or more accrual balances in a predetermined order). 2.7.3 NEXT GENERATION USER INTERFACE Next Generation User Interface The Next Generation User Interface will be im lemented. Minimum Workforce Central The Next Generation User Interface requires Workforce Central Service Pack Version 10 or hi her. Environments Kronos will install and configure the Next Generation User Interface in up to 2 Workforce Central environments. Navigators Kronos will implement the Standard Package for County of Orange. The NGUI Standard Package includes the assessment and configuration of up to 2 Navigators tailored specifically for County of Orange's business processes and manager's needs. A Navigator is a view into Workforce Central designed for a particular role in an organization (i.e. Scheduling Manager, Payroll Manager, etc). Each navigator can be configured with up to 14 widgets. A widget is a self- contained ane on a Haut ator that hel s the user to com lete a s ecific task. Project Scope The widgets included on a Navigator rely on Workforce Central functionality. For example, the ability to use the Call List widget is dependent upon the Workforce Scheduler Call List being installed, configured and working properly in Workforce Central. Unless otherwise noted, any Workforce Central configuration changes that are requested or recommended while implementing the Next Generation User Interface are outside the sco a of this statement of work. County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 1 i ~/` ~ KRONOS' _..~ ~.. _~e MClMEfVTUM 2.1.4 TIMEKEEPER TERMINALS CORE FUNCTIONALITY Item Scope and Assumptions Terminal Configuration and 0 terminal(s) have been purchased. Kronos will be responsible for the Installation configuration for 0 terminal(s). County of Orange is responsible for the physical installation of all Timekeeper Terminals and installing all terminal options and Employee enrollment with Kronos Touch ID, if applicable. SSL Device communication configuration does not include using SSL (Secure Sockets Layer). NAT Device communication configuration does not include using NAT (network address translation). Smart Views Device configuration does not include standard Smart View configuration. 2.1.5 WORKFDRCE ACCRUALS® CORE FUNCTIONALITY Item Scope and Assumptions Calculated Accrual Policy Configuration The estimated number of calculated accrual rules is 4 and Kronos is to implement 4 of these. 2.1.6 WORKFORCE INTEGRATION MANAGER CORE PRODUCT Item Scope and Assumptions General Assumptions Kronos will: • Install the Workforce Integration ManagerTM' module on all Workforce Central application servers • Install Workforce Integration Manager -Interface Designer on 2 Windows machines • Assess and configure generic data access profiles and functional access profile to accommodate Workforce Integration Manager users • Assess and configure up to ten mapped folders and/or connections required by Workforce Integration Manager 2.1.7 INTERFACES Interfaces Scope and Assumptions Type Employee Demographics Import From Munis To Workforce Timekeeper This is a recurring import Yes The file or db query will not be provided No Licenses & Profiles will be added No Calculations will be required (licenses and profiles No included) Funded Discovery Only No Interface Name Employee Import County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 12 ~1! KRONOS' ~~ -~E ~t4" MQMENTUM Interfaces Scope and Assumptions Type Pay Data Export From Workforce Timekeeper To Munis Funded Discovery Only No Notes Interface Name Payroll Export CORE PRODUCT Item Scope and Assumptions Interface Discovery The interfaces identified may require additional discovery which may result in a change in the scope of this project. The interfaces designated as "Discovery Only" include only assessment hours to develop interface specifications. Change order(s) will be presented to County of Orange for additional development test and support hours for these interfaces. Data Files When Kronos provides data via an interface to anon-Kronos system, Kronos will provide an export file. The data will consist of elements contained within the database. It is County of Orange's or the third-parry's responsibility to import that data file to update the appropriate database. County of Orange will work directly with all third-party vendors during assessment and testing. If Kronos is to lead these conversations for County of Orange, additional effort and scope will be required. When anon-Kronos system provides data via an interface to Kronos, it is County of Orange's responsibility to get a file created that can be imported to the Kronos system. If the import interface is listed above, then Kronos will complete the import to the Kronos system. If the import interface is not listed above, additional hours can be arranged through the Kronos change control procedures. ODBC Connections The source and/or destination systems support available ODBC connections. Test Data and Testing County of Orange will provide test data and all necessary interface file layouts/interface formats. The customer will also be responsible for testing all interfaces, including testing the results to/from third-party providers. The test results will be shared with Kronos. 2.1.8 TECHNOLOGY Item Scope and Assumptions Technology Resources County of Orange is responsible for providing and installing all hardware, operating system software, database software and non Kronos-provided software necessary for the operation of the Kronos application. County of Orange should provide appropriate technical resources to minimize any technology risks identified throughout the implementation. Database The database will be installed on SQL Server. If the database is Oracle RAC additional services may be required. County of Orange is responsible for installation of the database software such as Oracle or SQL Server with the recommended service packs. Application Server Software JBOSS -Kronos Provided on 1 server(s) or images. If the application server is Oracle, WebLogic, or WebSphere, additional services may be required. County of Orange SOW 020311 -R3M.docx Kronos Confidential rage i s f KRONOS' MQMENTUM Item Scope and Assumptions Operating System Microsoft Windows Supported Systems Not all operating systems, application server software, Web browsers, etc., are supported for all Workforce products and features. Please contact your Kronos technical representative for detailed information. Environments to Be Utilized During Production Implementation Test County of Orange understands that Kronos recommends a minimum of two environments i.e., Test and Production. Additional Technology Factors LDAP (Lightweight Directory Access Protocol) will not be used as a security authentication method. A load balance configuration is recommended if two or more application servers are implemented. County of Orange has advised that they will not utilize load balancing. County of Orange will not be utilizing a DMZ (demilitarized zone) for security purposes. Single sign-on will not be setup to have user's network login credentials be used to access the Kronos application(s). SSL (Secure Sockets Layer) will not be utilized to encrypt information passing back and forth from the Kronos application. Server Specifications County of Orange will provide hardware server specifications to Kronos resources for all servers that will be involved in the implementation, based on the Kronos' Hardware Recommendations Report. Remote Connectivity When Kronos resources are working remotely, they will have access to County of Orange's Kronos system via a mutually agreed-upon standard. 2.2 PROFESSIONAL SERVICES 2.2.1 PROJECT MANAGEMENT LEVEL OF SERVICE /ESTIMATED SERVICES The project management service offerings; project support, project management and program management have been reviewed and based on discussions regarding the solution and technology complexities, as well as on the customer internal dynamics, the "Project Management" level of service will be used for this project. The Customer Project Manager under this level of support will partner with the Kronos Project Manager to align the desired project outcomes, producing key results related to the critical Workforce Management business needs. The Customer Project Manager assists the Kronos Project Manager by managing Customer Team member responsibilities as necessary for success in the overall implementation process; however, Kronos leads the Kronos Team members and the overall implementation process. This level of support is suggested when the Customer Project Manager has experience leading by directing, coaching, and facilitating Customer Team resources. Usually having a background in resource evaluation and staffing, change management, and team building, the Customer Project Manager monitors the progress and completion of project milestones towards achieving the project completion date. He or she also helps resolve any surprises or concerns that may arise during the implementation. Should the level of required project management services increase, or should there be an extension to the project duration, additional services can be purchased through the Kronos standard change control procedures. For Workforce Central implementations and more information regarding project management services, please refer to the Customer Implementation Guide in the Appendixes section. County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 14 M£)AAENTUM ~' KRONOS~ ~'~~~ ~~ 2.3 EDUCATIONAL SERVICES Kronos Educational Services offers a full schedule of classes in the virtual classroom to give guided instruction on how to best utilize the software. More advanced and technical courses are offered in the traditional classroom at locations across the country. All Kronos courses are designed with extensive hands-on practice exercises to reinforce new skills and concepts. Training points allow you to plan and budget training for your organization, yet give you flexibility to select specific courses to meet your implementation and continuing education needs. Training points can be used toward instructor-led training in the virtual classroom, in the traditional classroom, and for onsite training. Online course descriptions include the training point value. Each course has a point value that equals the price of the class. The total training points and associated cost will be reflected on your Sales Agreement. Kronos recommends the best practice of having at least two individuals from your organization receive training on the Kronos solution. Selecting one primary and one backup resource from within your functional and technical teams ensures adequate coverage in the event of an urgent change or support request or employee turnover. For complete course descriptions, objectives, and pre-requisite information, please see the Kronos Education learning paths that your Kronos salesperson will provide, or visit http~//www kronos.com/Support/Education.htm. 2.3.1 .SELECTED TRAINING Course Product Seats Training Extended Format Points or Price Price PROJECT TEAM TRAINING, 0 $0 Workforce Timekeeper TRAINPTS Workforce Timekeeper Project 3 500 $1,500 Virtual Team Fundamentals TRAINPTS WTK 62 Managing Timecards & 3 1,000 $3,000 Virtual Preparing for Payroll TRAINPTS WTK 6.2 Administering the 3 1,200 $3,600 Virtual Application TRAINPTS WTK 6.2 Configuring & Managing 2 2400 $4,800 Virtual Pay Rules Train the Trainer Pre-Requisite 0 $0 Training TRAINPTS WTK 6.2 Managing Timecards and 3 275 $825 Virrtual Schedules TRAINING POINT SUMMARY Part Number Total Points Price Per Point Extended Price TRAINPTS 13725 $.80 $10,980.00 County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 15 ~.{ ~'# KRONOS' ~a~E~U 2.3.2 EDUCATIONAL PRODUCTS Product Name Part Number Qty Price Total Price KnowledgePass Education Subscription 8602748-001 1 $1,616.51 $1,616.51 WTK 6.2 Train the Trainer Program -Remote 9999607-0 1 $3,000 $3 000.00 Delivery (up to 3 participants) , Total $4,616.51 2.3.3 EDUCATIONAL SERVICES SUBSCRIPTION - KNOWLEDGEPASSrM KnowledgePass is an easy-to-use learning portal with a rich quantity of content for end users that helps them develop, reinforce, and practice skills critical to their efficient and effective use of Kronos. Use KnowledgePass to: • Prepare for, practice and reinforce what you learned during implementation training • Prepare your end users for the deployment of your Kronos solution • Train new hires • Reinforce and refresh skills For one annual fee, your organization can have unlimited access to all components and content included in KnowledgePass, including: • Interactive hands-on exercises: to refresh your skills and reinforce those that you learned in your Kronos classes • Tutorials: to onboard new users • Job aids: to quickly reference when performing common tasks • Step/Action Tables: to provide you extra support when performing your tasks • Concepts: to learn or review key Kronos product concepts • Training kits: to tailor your own end user training • Ask-the-instruc#or: to connect with one of our expert Kronos instructors • Business Professional References (Books24X7): to stay current on topics impacting workforce managers End users can take advantage of the KnowledgePass Build My Learning tool to help them easily identify the training they need. Training managers can use the KnowledgePass Assign Training to my end users tool to identify and assign the training to your end users. You can also maintain your end users so you can add, edit and remove them as needed. 2.3.4 END USER EDUCATION HAS NOT BEEN /NGLUDED Kronos is committed to your organization's implementation. Educating your end users is vital to the success of any project. Industry measurements suggest that an end user without adequate training may take nearly five times longer to achieve the same skill level as a trained employee. Effective training gives your employees the skills and competencies they need to increase their expertise and productivity. This level of training helps ensure adoption of your Kronos solution. Although we highly recommend an end user training solution your organization has opted to not be provided one at this time. Please know we are committed to your end users and you may, at any time, engage a Kronos Education Consultant to conduct an Education Needs Assessment for guidance in this area. County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 16 ~J. ~~ KRONOS' T" v ~ MORfiEM7tJM 2.3.5 RECOMMENDED TRAINING NOT INCLUDED IN PROJECT SCOPE Course Name Part Number Pricel Points WTK 6.2 Architecture & Technology TRAINPTS 1300 Workforce Device Manager 6.1 & the Kronos Series 4000 Terminal (update to 6.2 when course is available) TRAINPTS 1200 WIM 6.2 Basic Interface Programming TRAINPTS 3250 2.3.6 KRONOS TRAIN THE TRAINER PROGRAM FOR WORKFORCE TIMEKEEPER 6.2 The purpose of this program is to help you successfully plan, deliver and evaluate a Kronos software training program for your organization, using the Workforce Timekeeper 6.2 Managing Timecards and Schedules (MTS) course materials, a standard training database and your internal delivery resources. This program includes participation in the two-day Workforce Timekeeper 6.2 Train-the-Trainer Workshop. This class is offered on our public schedule through the Kronos Virtual Classroom. A KnowledgePass subscription is required to access courseware materials. Prerequisite attendance in the Workforce Timekeeper 6.2 Managing Timecards & Schedules class is sold separately. Options for this class are 1/2-day remote via a publicly held Kronos Virtual Classroom OR 1/2-day private class held remotely or on-site. County of Orange SOW 020311 -R3M.docx Kronos Confidential Nage i i ~i KRONOS' -~ ,~ ,. ~: 3.1 ADDITIONAL DEFERENCE DOCUMENTS 3.1.1 ENGAGEMENT GUIDELINES For information related to Kronos' Engagement Guidelines, please point your browser to http://www.kronos.com/Support/ProfessionalServicesEngagementPolicies htm for information relating to: • Professional Services and Educational Services Policies o Cancellation Policies o Change Order Process o Travel County of Orange SOW 020311 -R3M.docx Kronos Confidential Page 18 ..' KRONas® -: ~~ Statement of Work For the Kronos Workforce Teletime Solution Prepared for county of Orange Created: 2/10/2011 Expires unless SOW signed by: 5/11/2011 Prepared By: Steve McGowen Filename: COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Salesperson: Ray Adams Tool Name: EXPERTOuote 5.11 Pre-Sales Consultant: Control ID: St21 01 1 0449-Ri *Customer requires a purchase order for: None Needed Project Type: New Implementation © 2011 Kronos Incorporated. All rights reserved. Information within is subject to change without notice. Kronos Confidential -Not to be disclosed to third parties without express written consent from Kronos. 4~ KRQNC~S~ TABLE OF CONTENTS 1 EXECUTIVE SUMMARY 3 1.1 DOCUMENT PURPOSE 3 1.2 PROJECT OVERVIEW 3 1.2.1 PROJECT GOALS AND OB.IECTIVES 3 1.2.2 PROPOSED SOLUTION 3 1.2.3 PROJECT DURATION AND IMPLEMENTATION APPROACH 4 1.2.4 RESOURCE REQUIREMENTS 5 1.$ SIGNATURES AND APPROVALS 7 2 STATEMENT OF WORK DETAILS g 2.1 SOLUTION ASSUMPTIONS g 2.1.1 GENERAL IMPLEMENTATION INFORMATION g 2.1.2 WORKFORCE TELETIME g 2.1.3 TECHNOLOGY 9 2.2 PROFESSIONAL SERVICES ~ U 2.2.1 PROJECT MANAGEMENT LEVEL OF SERVICE /ESTIMATED SERVICES 10 2.3 PROFESSIONAL SERVICES BY ROLE 1 p 3 APPENDIXES 11 3.1 ADDITIONAL REFERENCE DOCUMENTS ~ ~ 3.1.1 ENGAGEMENT GUIDELINES 11 COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx I KRONOS INCORPORATED CONFIDENTIAL I Page 2 of 11 '~ ~~ KRONOS' ~~~tEfvT~l 1.1 DOCUMENT PURPOSE Kronos is pleased to be considered a human capital management business partner with County of Orange. The purpose of this document is to provide an outline of the work required and the professional services estimated for your Kronos solution. This document defines current understanding by Kronos of the engagement's objectives, scope, assumptions, risks and constraints and is based upon information gathered during conversations with County of Orange during the sales cycle, with the key assumption that Kronos and County of Orange will jointly staff the project team during the project lifecycle. This Statement of Work provides a documented basis for making future decisions and for confirming or developing a common understanding of project scope among the stakeholders. Any change to the assumptions in this document or the discovery of increased complexity during the engagement will be considered a change in the scope of the professional services, and will be managed through the Kronos standard change control procedures: For detailed information regarding project scope and assumptions, project complexity and risk areas, please see the sections of the document after the approval page. Please note that an approval in section 1.3 includes approval of the Statement of Work details and Assumptions and Appendixes sections. The appendixes of this document also make reference to and provide hyperlinks for the Kronos Engagement Guidelines and Customer Implementation Guide, if applicable. 1.2 PROJECT OVERVIEW 1.2.1 PROJECT GOALS AND OBJECTIVES County of Orange has approximately 1000 employees across 1 site(s). This project will be focused on implementing the Kronos workforce management solution in 3 weeks. The scope of this engagement includes the implementation of the products and services summarized in the Kronos solution that follows. This proposal anticipates that the solution will be fully operational in a production environment based upon the project scope detailed in this document and the mutually agreed solution design documentation completed collaboratively during the project. 1.2.2 PROPOSED SOLUTION The estimated investment included in this Statement of Work is quoted in USD$: Item $ Professional Services $6,377.44 Estimated Investment for This Implementation $6,377.44 The Professional Services estimated are based on the following buying scenario: SOFTWARE AND INTERFACES Software and Interfaces Service Type Workforce TeleTime Digital T1 New v6.1 COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 3 KRONOS° E3 ~~ ` MORtit°NTUM PROFESSIONAL SERVICES The professional services estimated for this project are: Hours $ Project Management Services 4 $608.72 Implementation Services 28 $5,768.72 Total: 32 $6,377.44 The professional services estimate is based on the extensive experience that Kronos has in implementing human capital management solutions using our proven MomentumT^^ implementation and project management methodologies and tool sets. These methodologies are adaptable and responsive to an individual project's requirements while still providing repeatability and a consistently high quality customer experience. 1.2.3 PROJECT DURATION AND IMPLEMENTATION APPROACH The project estimates provided in this Statement of Work are based on a deployment that consists of a single phase for the entire organization with 1 phase(s) and 1 Deployment Instance(s) (or Go-Lives). The proposed solution is estimated to have a total duration of 3 weeks. Depending upon County of Orange's resource availability and project task capability, the duration of the project may need to be extended. This will increase the number of hours required for tasks that are performed on a weekly basis such as managing project communications, managing/updating project plans, facilitating project meetings and updating project status reports. Depending on the product features designed during the project, the capabilities of the project team, and capacity of the end user community to accept the solution, the project team may recommend additional deployment phases. For example, it may be recommended to initially concentrate on core functionality requirements, followed by optional features after a period of stabilization and acceptance by the customer community, resulting in a more efficient project and improved customer experience. Any mutually agreed- upon changes to the deployment approach will be handled through the Kronos standard change control procedures. It is assumed that a high level executive will be assigned as an Executive Sponsor and will remain engaged during the full lifecycle of the implementation. The Executive Sponsor will secure resources to support the defined duration of the project, take active part in Project Kick-off and Solution Overview, Phase Reviews and completing Milestone sign-offs. This level of Executive involvement will allow for cost containment resulting in an increased Return on Investment (ROI) and avoid unnecessary delays. A Remote delivery method will be used for this implementation. These are the benefits of this approach; • Minimal impact on your business due to staffing resources based on the needs of our customer which incorporate the best use of onsite and virtual interaction • An efficient implementation process won't waste your time with starts and stops. We'll deliver a solid plan using a seasoned team of experts • We offer a variety of convenient training options to fit any budget - at your desk, at our offices, or at your location TRAVEL EXPENSES Billable travel expenses will be charged pursuant to the terms and conditions contained within the KRONOS SALES, SOFTWARE LICENSE AND SERVICE AGREEMENT or the KRONOS SUBSCRIPTION PROGRAM AGREEMENT, AS APPLICABLE. Resources may be used for the project that requires the payment of airfare, lodging and other related travel expenses. For additional information, see the Engagement Guidelines link in the Appendixes section of this document. COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 4 -T.`, ~~~ twQr~l=r+rru~n ~~ KRONOS' 1.2.4 RESOURCE REQUIREMENTS This project involves shared risk by both Kronos and County of Orange. Our Kronos experience has shown that the project team needs to be aware of its level of involvement in the implementation of the Kronos solution as the project is being planned. A sample organizational chart for the project is provided for your review: Ctesttz l~r+oncss .. _ ._.. __ __ ___:~ ~ _._:_ ._. __ ._ __.1 C ~ ~ ... i .~ _. i ,._. ~- _.,, t ~~-..,.,,.. ~~ ~ ~.. t :~~~~ ~ STCerarrg ~ Engagement Casnmittee '--- CnRim(tkee Principal ~ (S~,ae.; PMO-cOfJ~ ~ wru}ed Manages Pnu)ed ~ I ~~ _._ i I Payrdl SIRE{s) SoJut?on LgrruEbnt i l -~ ~~ ~ Re90u*M Agp{I[aRfbtl CostStrFtdM Finn»ee5f~{5) Irneriace Carrasuttarrt TT Lead ~`ectanatag~r Cim~U~fK I ~~BA~rk 51~ EAucation Censtdtant other rewurce5 as l Operations Re{k€ required Indr~.sbq; L7istnrtL efc I 5chedulirtq 51~(s) l 1.2.4, i Roles and Responsibilities Based on Kronos implementation experience, the following roles are critical for the successful implementation of the Kronos system in your organization: For Workforce Central implementations please refer to the Customer Implementation Guide for a detailed listing of roles and responsibilities. Role Suggested Qualifications Executive Sponsor Experienced in leading organizations through change and developing communication plans. Ability to commit time to be engaged prior to starting the project and must remain committed during the full lifecycle of the implementation. Ability to take part in Phase Reviews and Milestone sign-offs. Project Manager Experienced project manager with successful track record. Functional Team These individuals, such as the HR manager or specialist, payroll manager or specialist, etc., are responsible for executing the project tasks on time and within the quality guidelines and for developing and reviewing all project deliverables. Payroll Subject Matter Expert Complete comprehension of your time, attendance, and payroll policies. Strong oral and written skills. Human Resources Subject Matter Complete comprehension of your organizational structure, salary Expert grades, job positions, benefits, union contracts, employee handbook, human resource actual practices, and human resource documented policies and reporting needs. Strong oral and written skills. COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 5 ~i KRONOS' #_ fV10MEfVTtJ f4, Technical Lead Experienced with databases, Web servers, application servers, backups/restores, and database performance tuning. Technical Team Should have a good understanding of the customer's applications, the network, the underlying technical environment and tools, and the business/functional environment and requirements. Database Administrator (optional) Experienced with performance tuning, backup and recovery plan creation, implementation of database engines and maintenance of test and production environments. Network Administrator (optional) Knowledge of the organization's network, future plans, and outstanding issues or problems. Technical knowledge of network connectivity, and strong network troubleshooting skills. System Administrator (optional) Experienced system administrator knowledgeable in the operating system(s), administration rights, etc. (recommended to have two years of experience). Help Desk Lead/Workforce Central Knowledgeable in Windows based applications. This individual will Configuration Master (optional) also complete the requisite Kronos courses to configure, maintain and support the Kronos software. Webmaster (optional) Knowledgeable in Apache, Sun ONE, or Microsoft Internet Information Server. Intertace Specialist and Report Writer Knowledgeable in the data flow requirements of systems to be (optional) interfaced. Has experience with major report writer -preferably Crystal. Training Lead (optional) Experienced in adult learning and defining/creating user procedures to successfully roll out the system implementation. In some organizations, the resource available in one organizational role may be able to cover more than one project role. If any of the customer specified roles are not available in your organization, please contact your Kronos representative as this may impact the professional services required, or the implementation approach recommended to complete a successful project for your organization. Common risks in any project surround customer resource availability due to competing priorities from daily tasks and other responsibilities. The customer level of effort (as displayed below) is intended to give you a general idea of the amount of time your team members should plan on devoting to the project compared to the Kronos resources throughout the project phases. Project Staffing Requirements 18 - _ __ _ _ _ _ _.__ _. _ _ _ _ -- - -. __ _ _ - - -_ 16 _ _ _ __ __ - - -"' 14 ~r~ -- --- --- - / --__ 12 / ~. % 3 10 ~ - -_ 2 8 j ~ ._ 6_ ~ ~ 4 ` - - _- -_ 2 ~~ ~%~ 0 _ - Plan Assess Solution Build Test & Certify Deploy & Support Project Phase i Upon completion of the Assess Phase, the Kronos project team will work with County of Orange to complete a detailed project plan for the remainder of the project. Following the completion of the project plan baseline, standard change control processes will be used to communicate any changes to the budget or timeline. COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 6 .< <,. ~', ~# KRONOS' ~,~f~=T~~; 1.3 SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE By: Date: This Statement of Work is subject to County of Orange's agreement with Kronos governing Professional and Educational Services. By signing below, County of Orange's authorized representative agrees to purchase the services described herein. Very truly yours, Kronos Incorporated ACCEPTED AND AGREED County of Orange By: ~~~ ~. ~/~'~~ Date Title: ~`I~ ~~ ~~~ ~ ~~~~ 6-z~-~~ County of Orange may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of the proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated. All rights reserved. Copyright 2011. Kronos, the Kronos logo, Kronos Touch ID, Visionware, Timekeeper Central, Workforce Accruals, Workforce Analytics, Workforce Central, and Workforce TeleTime are registered trademarks, and Kronos 4500, Momentum, Workforce Absence Manager, Workforce Activities, Workforce Attendance, Workforce Connect, Workforce Central Portal, Workforce Device Manager, Workforce Employee, Workforce HR, Workforce Integration Manager, Workforce Leave, Workforce Manager, Workforce Payroll, Workforce Record Manager, Workforce Scheduler, Workforce Scheduler with Optimization, Smart Views, and Workforce Timekeeper are trademarks of Kronos Incorporated or a related company in the United States. For a complete list of Kronos trademarks, see http://www.kronos.comlTrademarks.htm. iSeries is a trademark of IBM. Oracle is a registered trademark of Oracle Corporation. Microsoft, Windows NT, Windows 2000, Windows XP and Windows 7 are registered trademarks, and Windows Vista is a trademark of Microsoft Corporation in the United States and/or other countries Crystal Reports is a registered trademark of Business Objects SA. COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 7 KRONOS' 2.1 SOLUTION ASSUMPTIONS ., Mflt11tENTUM The following solution details have been discovered through analysis with County of Orange throughout the sales cycle and form the scope by which this project will be managed. Additional assumptions have been made, where necessary, in order to estimate the professional services required for County of Orange's solution. Solution analysis and design may be performed during the Assess Phase(s) of the project in order for both parties to mutually agree on the Solution Design. If the solution or assumptions defined in this document change, Kronos and County of Orange will review and adjust the project scope and budget accordingly through standard Kronos change control procedures. Where applicable throughout this section, if not specifically stated as "Kronos to Implement" County of Orange is responsible for the implementation or configuration. 2.1.1 GENERAL IMPLEMENTATION INFORMAT/ON Item Total Kronos to Implement No. of Employees 1000 1000 No. of Sites 1 1 No. of Unions/Awards 0 0 2.1.2 WORKFORCE TELETIME CORE FUNCTIONALITY Item Scope and Assumptions Workforce TeleTime® Preparation County of Orange resources will: and Setup • Rack-mount the TeleTime server (if applicable). • Ensure that the Workforce TeleTime server has been installed, has the correct operating system and any necessary service packs • Connect the TeleTime server to the LAN • Set up a local TeleTime administrator account that has administrative rights for the TeleTime server • Ensure that the Channel Service Units (CSUs) for T-1 and ISDN installations are operational and are running in loop-back mode to the PBX/Telco • Run the analog phone lines to the TeleTime server (if applicable) • Provide the TeleTime phone number for testing TeleTime Configuration and Kronos resources will verify Workforce Timekeeper system readiness and: Installation Install the customer-provided Dialogic telephony cards and appropriate software drivers • Install and license the Workforce TeleTime system • Test connectivity to ensure proper operation • Train customer personnel in basic maintenance and configuration • Assist in configuring the components of Workforce TeleTime according to the configuration scope COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 8 ~f KRONOS` y~}~~p ra ~~ Yt MC-MlctdTtJM 2. t,3 TECH/VOLOGY Item Scope and Assumptions Technology Resources County of Orange is responsible for providing and installing all hardware, operating system software, database software and non Kronos-provided software necessary for the operation of the Kronos application. County of Orange should provide appropriate technical resources to minimize any technology risks identified throughout the implementation. Database The database will be installed on SQL Server. If the database is Oracle RAC additional services may be required. County of Orange is responsible for installation of the database software such as Oracle or SQL Server with the recommended service packs. Application Server Software JBOSS -Kronos Provided on 1 server(s) or images. If the application server is Oracle, WebLogic, or WebSphere, additional services may be required. Operating System Microsoft Windows Supported Systems Not all operating systems, application server software, Web browsers, etc., are supported for all Workforce products and features. Please contact your Kronos technical representative for detailed information. Environments to Be Utilized During Production Implementation County of Orange understands that Kronos recommends a minimum of two environments i.e., Test and Production Additional Technology Factors LDAP (Lightweight Directory Access Protocol) will not be used as a security authentication method. A load balance configuration is recommended if two or more application servers are implemented. County of Orange has advised that they will not utilize load balancing. County of Orange will not be utilizing a DMZ (demilitarized zone) for security purposes. Single sign-on will not be setup to have user's network login credentials be used to access the Kronos application(s). SSL (Secure Sockets Layer) will not be utilized to encrypt information passing back and forth from the Kronos application. Server Specifications County of Orange will provide hardware server specifications to Kronos resources for all servers that will be involved in the implementation, based on the Kronos' Hardware Recommendations Report. Remote Connectivity When Kronos resources are working remotely, they will have access to County of Orange's Kronos system via a mutually agreed-upon standard. COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 9 ~~- KRONOS' 2.2 PROFESSIONAL SERVICES ~^w ~~~ Mf)t1!tENTUM 2.2.1 PROJECT MANAGEMENT LEVEE OF SERVICE /ESTIMATED SERVICES The project management service offerings; project support, project management and program management have been reviewed and based on discussions regarding the solution and technology complexities, as well as on the customer internal dynamics, the "Project Management" level of service will be used for this project. The Customer Project Manager under this level of support will partner with the Kronos Project Manager to align the desired project outcomes, producing key results related to the critical Workforce Management business needs. The Customer Project Manager assists the Kronos Project Manager by managing Customer Team member responsibilities as necessary for success in the overall implementation process; however, Kronos leads the Kronos Team members and the overall implementation process. This level of support is suggested when the Customer Project Manager has experience leading by directing, coaching, and facilitating Customer Team resources. Usually having a background in resource evaluation and staffing, change management, and team building, the Customer Project Manager monitors the progress and completion of project milestones towards achieving the project completion date. He or she also helps resolve any surprises or concerns that may arise during the implementation. Should the level of required project management services increase, or should there be an extension to the project duration, additional services can be purchased through the Kronos standard change control procedures. For Workforce Central implementations and more information regarding project management services, please refer to the Customer Implementation Guide in the Appendixes section. SERVICES IMPACT ProducVService Hours Project Management Services 4 Workforce TeleTime Digital T1 2g `The term "project management services" refers to the weekly level of effort for the project manager to manage the project according to the level of service selected. For Workforce Central implementations please see the Customer Implementation Guide for more information regarding the level of project management services. These services are a fraction of the total project manager's hours and responsibilities. The project manager is also involved in specific tasks throughout the project implementation including some general implementation tasks as well as product specific tasks. 2.3 PROFESSIONAL SERVICES BY ROLE This table outlines the professional services related to project implementation. It represents the services by role, rate and part number that have been identified throughout this Statement of Work. Role Ordered Rate Total Technology Consultant (9990029-PRO) 24 $215.00 $5,160.00 Project Manager (9990002-ONL) 4 $152.18 $608.72 Application Consultant (9990002-ONL) 4 $152.18 $608.72 TOTAL 32 $6,377.44 COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 10 ~; ~.! KRONOS' -:g ;; MQAAENTUM 3.1 ADDITIONAL REFERENCE DOCUMENTS 3.1.1 ENGAGEMENT GUIDELINES For information related to Kronos' Engagement Guidelines, please point your browser to http://www.kronos.com/Support/ProfessionalServicesEnoagementPolicies.htm for information relating to: • Professional Services and Educational Services Policies o Cancellation Policies o Change Order Process o Travel COUNTY OF ORANGE Teletime SOW SM21011-R2M.docx Kronos Confidential Page 11