Amendment+14+-+AMS+Addition.pdf

CONTRACT AMENDMENT

CONTRACT NAME AND NUMBER: TIME & LABOR SOLUTION, #180

AMENDMENT NUMBER: 14

This amendment is made to the Time & Labor Solution Contract (Contract) between the State of North Dakota, acting through its Information Technology Department in cooperation with the Office of Management and Budget, State Procurement Office (STATE), and WorkForce Software, LLC (fka WorkForce Software, Inc.) (CONTRACTOR).

The parties agree to the following terms and conditions and expressly agree that if any of the following terms and conditions conflict with any of the terms and conditions of the Time and Labor System Products and Services Contract dated May 17, 2007, as amended (the “Contract”), then, notwithstanding any term in the Contract, the following terms and conditions govern and control the rights and obligations of the parties.

The parties agree to amend the Contract as follows:

Scope of Services Contract Section 1, Scope of Services is amended to add Application Managed Services for the WORKFORCE SaaS Service, pursuant to the Application Managed Services Statement of Work attached hereto as Exhibit A (“SOW”).

Pricing Contract Section 28F, Pricing is amended to add the language set forth in Section 10 of the SOW.

Renewal Pursuant to Amendment Number 12 to the Contract, the Contract is set to expire as of June 30, 2024, with STATE having two renewal options for twelve months each and one extension option for up to twelve months. The STATE hereby agrees to exercise its first twelve-month renewal options, so as to extend the expiration date of the Contract to June 30, 2025.

Merger and Modification These changes are authorized under Contract Section 3. Merger and Modification which states “This Contract, including the following attachments, constitutes the entire agreement between the parties.

There are no understandings, agreements, or representations, oral or written, not specified within this Contract. This Contract may not be modified, supplemented or amended, in any manner, except by written agreement signed by both parties…” All other terms of the Contract remain in effect. This Contract Amendment is not effective until fully executed by all parties.

DocuSign Envelope ID: AE07DC61-EEED-4FA5-B962-6DD7AD3153E6

EXECUTION

CONTRACTOR STATE OF NORTH DAKOTA

Workforce Software, LLC. Acting through its State Procurement Office

BY: BY:

Printed Name: Printed Name:

Title: Title:

Date: Date:

STATE OF NORTH DAKOTA

Acting through its Information Technology Department

BY:

Printed Name:

Title:

Date:

February 7, 2023

Procurement Officer II

Tricia Opp

Greg Hoffman

February 7, 2023

Deputy Chief Information Officer

February 7, 2023

General Counsel

Christopher McCleary

Exhibit A

STATE OF NORTH DAKOTA

Application Managed Services

Statement of Work

March 1st, 2023

CONFIDENTIAL INFORMATION

This document contains confidential and proprietary information belonging to WorkForce Software, LLC

(“WorkForce”) and is intended only for the use of Customer (as defined below). Any reproduction of this document in whole or in part, or the divulgence of any of the information contained herein without the prior written consent of WorkForce is prohibited. The information contained in this document is joint confidential information of WorkForce and Customer.

VERSION HISTORY

Update Description Author

09-15-2022 Initial Version Tyler Cloutier

12-22-2022 Input start date & updated pricing to reflect Global Resourcing

Tyler Cloutier

12-26-2022 Removed auto-renewal Dennis Tuttle

WorkForce Software, LLC

38705 Seven Mile Road

Suite 300

Livonia, MI 48152 www.workforcesoftware.com info@workforcesoftware.com

1-877-4-WFORCE

1. Introduction

2. Definitions

3. Levels of Service

4. Scope

5. Start-up Activities

6. Services Locations and Environments

7. Roles and Responsibilities

8. Acceptance Management

9. Configuration Management & Consulting Request Management Process

10. Fees and Schedule

11. Approvals

1. Introduction State of North Dakota, herein referred to as “Customer”, has selected WorkForce Software, LLC, herein referred to as “WorkForce”, to provide a Managed Services Support Plan (“MSSP”) for the WorkForce Software SaaS Service under the terms of the Contract and this SOW for the MSSP Support Fees specified herein. The MSSP shall provide services in addition to the obligations of WorkForce under the terms of the WorkForce Time and Attendance Support Plan. A modification of the terms of this SOW shall not be considered a modification of the standard support obligations of WorkForce under the Contract.

This SOW is attached to the Time and Labor System Products and Services Contract, dated May 17, 2007 (the “Contract”) by and between the Customer and WorkForce and as amended.

2. Definitions This section defines specific terms used within this document and when capitalized shall have the meaning as defined below. Terms not defined herein shall have the meaning set forth in the Contract.

a) “Configuration” shall mean any changes made to the application using the Policy Editor, interface scripts and report files residing within the Policy Editor, changes to Analytics and queries used to manage items within the configuration.

b) “Full-time Equivalent” (“FTE”) shall mean a unit that indicates the combined workload of dedicated resources. An FTE of 1.0 is equivalent to a full-time worker (estimated as 40 hours per week for 52 weeks per Plan Year) excluding designated holidays. Holidays include the observed holiday days of New Year’s Day, Martin Luther King, Jr. Day, Memorial

Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day, Day After Thanksgiving

Day, Christmas Eve, Christmas Day, New Year’s Eve.

c) “Incremental Services” means services requested by Customer Sponsor in writing, not covered under the MSSP. Customer Sponsor and WorkForce are jointly responsible for ensuring that requests are within the spend authorization of the contract and its amendments. Such services are provided under the Contract.

d) “Managed Services Support” (“MSS”) means services offered by WorkForce which provides for services defined by the Scope section of this document, and within the skillsets of FTE capacity assigned.

e) “MSSP” means a service plan offered by WorkForce for MSS, as detailed in the Scope section below.

f) “MSSP Support Fees” shall mean the fees for an MSSP.

g) “MSSP Support Period” shall mean the period of time that Customer is covered under an

MSSP.

h) “Resource Capacity” shall mean the staffing level at which WorkForce provides configuration management services support to Customer. Contracted Resource Capacity is set forth in

Levels of Service section. The Resource Capacity set forth in Section 3 (MSSP Service

Descriptions) below shall not be exceeded except as set forth in Section 3a and 3b below

(Service Conditions).

3. Levels of Service

MSSP Service Descriptions Service Description

Configuration Support & Expertise Support of Customer requirements and configuration as defined in the Configuration Support and Expertise Activities Scope (Section 4.2)

Configuration Management & Consulting Modification or enhancement of Online Service configuration as defined in Configuration Management Activities Scope (Section 4.3)

Availability Access to the Managed Service team Monday through Friday, excluding holidays (“Business Days”) between 9:00 am and 5:00 pm Eastern Time (“Business Hours”)

Resource Capacity Configuration Management Service Support is subject to a total capacity constraint (“Resource Capacity”) of 0.50 FTE.

Customer has the ability to shift up to 20% of the quarterly capacity to the immediate previous or future quarter.

Response Time Response time is within 24 Business Hours for tickets submitted through the approved process

Time to Complete Configuration Management: Draft requirements document and delivery plan typically provided within four Business Days if the total effort is estimated to be eighty hours or less. For more complex requests, WorkForce will provide an estimated delivery date within four days.

Timeline for request to be developed and deployed will be mutually agreed upon by the MSS team and Customer.

Authorized MSS Contacts Up to two (2) Customer individuals authorized to request and approve work performed under the

MSSP.

Request Management Requests will be submitted using the WorkForce support system, currently Salesforce Service Cloud.

Reporting WorkForce will provide a monthly Resource Capacity report which includes the FTE capacity utilized during the month.

3.1. Service Conditions

a) Should the Configuration Management Services effort (actual plus planned) exceed Resource

Capacity, 1) delivery timelines shall be extended to bring the effort to within Resource Capacity,

2) work in excess of the Resource Capacity must be requested by Customer Sponsor in writing and be within the contractual authority spending limits of the contract and its amendments to be considered Incremental Services, or 3) the MSSP shall be amended to adjust Resource

Capacity with fees commensurate to such adjustment.

b) MSS resources can be allocated to separately contracted projects at the discretion of Customer up to the total Resource Capacity.

c) To avoid a disruption in the MSS, Customer must pay the MSSP Support Fees in accordance with the Fees and Schedule section below.

d) MSSP Support Fees are non-refundable and the MSSP may not be altered without an amendment to this SOW. Notwithstanding anything to the contrary contained within the Contract to the contrary, this Application Managed Services Statement of Work may only be terminated due to a material breach by either party which, after written notice, is not cured within thirty (30) days.

e) All requests made of the MSSP Team will be delivered using the Request Management Process defined in this document in Section 9. All completed requests provided by WorkForce to

Customer will be tested by Customer for completeness and acceptance as defined by the

Acceptance Management Process defined in Section 8.

f) All travel approved by Customer will be invoiced monthly according to the terms and conditions of the Contract in addition to the MSSP Support Fees payable under this SOW.

g) Non-U.S. based resources and WFS certified partners are allowed to work on the MSSP activities identified in Section 4. Responsibility for protecting the Customer’s data resides with

WorkForce.

h) All communication with WFS consultants will be conducted in English. Documentation produced by WFS or to be reviewed by WFS will be in English.

4. Scope This section details the complete scope of services to be provided by WorkForce resources under the MSSP. Work requested by Customer and performed by WorkForce resources that meets this Scope definition is considered work performed under this SOW. Any work requested by Customer that is outside of the Scope can only be performed under the terms of this SOW through a corresponding Project Change Order.

4.1. Out of Scope

The following activities are specifically excluded from the scope of this MSSP; this list is provided for clarity and is not all-inclusive of out-of-scope activities:

Use of FTE towards specialized skills that are not listed in Section 7.2: WorkForce Roles &

Responsibilities (e.g. Senior Project Managers, Database Administrators, Network

Administrators, Performance Tuning Experts.)

Implementation of additional WorkForce Software product modules

Support outside of Business Hours, except for work at mutually agreed times

Any work activities not listed within scope below

4.2. Configuration Support and Expertise Scope

Upon request by Customer, WorkForce resources will perform the following subject matter expertise:

Core team of Workforce staff who will be familiar with Customer’s configuration to answer questions and provide recommendations

Up to twice weekly 1:1 structured reviews of any planned or current configuration changes. This includes reviewing and offering feedback on the proposed system design and on the actual configuration once it is completed.

Best practice recommendations for managing system environments and how configuration changes should be managed and promoted through each of the environments

Best practice recommendations for project planning, requirements gathering, testing and deployment for any future or current projects.

4.3. Configuration Management and Consulting Activities Scope Upon request by Customer, WorkForce resources will perform the following:

Consulting

Provide consulting by dedicated resource(s) related to WorkForce and industry best practices and trends related to configuration changes, strategic initiatives, and new releases.

Summarize and report findings and analysis to enable well-informed decision making.

Provide design services with support of HR and product experts to review options and discuss pros and cons of making these changes. Consultation with the WorkForce Software Director of

Compliance shall not constitute legal advice or the provision of legal services.

Coordinate releases of client specific configuration, ad hoc changes, and post-upgrade enhancements based upon customer’s desired cadence schedule.

Make recommendations on process changes that will enable efficient and intended use of the application.

Provide guidance on environmental management and design as requested.

Business Analysis

Facilitate the implementation of workforce management best practices and standards.

Partner with customer teams during configuration and testing to create a specialized deployment plan.

Identify application or process changes that will improve efficiencies.

Identify modifications needed in existing configuration in order to meet changing customer requirements.

Analyze gaps or conflicting requirements and provide guidance or solutions on how rules work together.

Serve as a subject matter expert to provide system recommendations or troubleshooting guidance.

Provide insight on Human Resources and compliance related interpretations and best practices.

Create detailed work plans to identify and sequence activities needed to successfully complete requested work.

Support client testing phase with responsiveness and detailed follow through on issues and changes in a professional and timely manner.

Define high-level data requirements based upon requests for changes.

Develop requirements and design documentation for approval and acceptance, offering alternative solutions when applicable.

Document standards and best practices for Design, Configuration and Testing. Documents will be stored/provided on a SharePoint location provided by Customer.

Configuration Management

Complete configuration changes in the customer’s development environment.

Ensure configuration best practices are being utilized.

Document and manage configuration migrations through the environment life cycle

(Development, Test, Production).

Program Management

Coordinate WorkForce resources across multiple work streams.

Manage team specializing in complex configuration and support.

Manage team effectiveness driving change as needed to provide continuous service improvement.

Encourage open communication between team members to identify opportunities to deliver a more effective service.

Achieve consistent customer satisfaction rating and ensure timely responses to feedback on areas of improvement.

Ensure quality, timely and budgeted completion of deliverables.

Product Expertise

Configuration of the WorkForce product suite, including WorkForce Time and Attendance, Advanced Scheduler, Absence Compliance Tracker, Analytics, Fatigue Management, Forecasting and Scheduling, and Data Collection Terminals to support new customer requirements.

Identify opportunities to reduce the number of interfaces, promote reusable objects, and enable application scalability and high performance, as practical.

Performing configuration and scheduling tuning to improve the efficiency and reliability of program and minimize ongoing maintenance requirements.

MSS Administration

Creation of supplemental documentation regarding the system processes, configuration and security.

Monitoring, tracking, and reporting status.

Securing necessary approval of all changes based upon the Request Management Process

(Section 9).

Compiling and proactively managing issues lists.

5. Start-up Activities The first twenty (20) business days of the MSSP will consist of on-boarding activities so both the

Customer and WorkForce teams have the appropriate processes and documentation in place to be successful. The start-up activities will consist, but not limited to, the following:

Introduction of team members, roles and responsibilities

Setup Project Documentation Repository

Review Work Request Process and Tools

Setup Communication and Governance plan (e.g. meeting cadence, status updates)

Provide access to any applicable systems needed to support the MSSP

WorkForce team knowledge sharing with the managed services team

Business Analyst & configuration activities will not start until after the start-up activities are completed.

6. Services Locations and Environments WorkForce resources will perform services onsite if requested by Customer for mutually agreeable dates and work and travel expenses approved in writing by Customer’s sponsor.

The services performed under this SOW will be performed on the systems identified in the Contract provided by and hosted by WorkForce.

7. Roles and Responsibilities

7.1. Customer Roles and Responsibilities

Customer is solely responsible to ensure Related Systems (as defined in the SaaS Agreement) and data in Customer systems that provide information to WorkForce Time and Attendance or receive information from WorkForce Time and Attendance operate properly. The support provisions of this SOW do not apply to Related Systems or problems in the SaaS Service caused by Related Systems, regardless of who provided, installed, or distributed such. Should WorkForce identify that the root cause of a problem is caused by problems in Related System it shall notify Customer.

Customer is required to provide support to the WorkForce team in order for WorkForce to meet our obligations under this SOW. The following resources/roles are required to be provided by Customer.

Role(s) Responsibilities

Sponsor This individual will champion MSS for Customer and will have the ability and authority to deploy Customer resources (directly or indirectly) as necessary to fulfill Customer obligations necessary for successful completion of MSS. The Sponsor serves as the point of escalation to address any issues, risks, approvals (financial as well as directional), and other related items that may occur throughout the delivery of MSS and is expected to provide guidance and support to the WorkForce and Customer teams.

Application Manager

This person has overall responsibility for service delivery for Customer and carries out the day-to-day assignment of duties to Customer staff as necessary.

The Application Manager has the responsibility and authority to make decisions, resolve issues, and engage staff as required. The Application Manager keeps both WorkForce Software and Customer Sponsors aware of the decisions, commitments, and status of the service in a timely and efficient manner.

Functional Analysts and Subject Matter Experts

Share knowledge of current and required policies and procedures; engages in any requirement gathering activities and performs in-depth reviews of all interim and final approved changes; provides the expertise necessary to create the necessary test plans, and conducts testing, validation, and acceptance of any changes to the SaaS Service. This role is also responsible for test plan creation, development, execution and delivery to WorkForce Software, and coordination and completion of testing activities.

IT Systems Experts

These individuals are responsible for addressing any issues related to Customer owned and operated IT systems that impact the SaaS Service. These individuals are responsible for data, configuration, and system administration activities of these systems. They administer and monitor WorkForce Time and Attendance on behalf of Customer and work directly with the WorkForce team.

They are conversant not only with the business practices and policies, but with the technologies required to support the application.

Technical Staff Infrastructure Specialists - These individuals are the primary resources representing Customer’s systems infrastructure. They serve as an interface point to other information systems that may be impacted. They provide support in the form of hardware and/or software installation and configuration, database administration, data preparation, communications and network support. These resources provide direction on network infrastructure and time clock installation.

Additional resources may be required to analyze, develop, test, and support Customer interfaces to the SaaS Service.

Role(s) Responsibilities

Training and Change Management Staff

Creates and delivers end user training, creates internal marketing collateral, and works to achieve “buy-in” for the project among end users.

7.2. WorkForce Roles and Responsibilities

WorkForce shall support the SaaS Service under the terms of the Support Plan. However, any changes required to the configuration are maintained and supported through the terms of this SOW. If a configuration performed under the MSSP does not work properly in future product releases, this will be a support issue and will be resolved through the support and escalation process as described in the Support Plan.

WorkForce will provide resources to support the following roles at various points.

Role(s) Responsibilities

Managed Services Manager

Responsible and accountable for the execution of the work performed under the MSSP. Primary contact for all MSS activities.

Coordinates and manages the activities of the WorkForce MSS Team and measures, tracks, and evaluates progress against plans.

Functional Consultant

Works closely with the team to analyze and document requirements, demonstrate and clarify system functionality, provide WorkForce expertise, and recommend best practices and business process improvements.

Technical Consultant

Designs, configures and unit tests the application in accordance with the documented requirements and provides configuration support.

Quality Assurance Tester

The Quality Assurance tester executes test cases against the software configuration prior to delivery.

Integration Architect/Engineer

Defines and develops system interfaces to support integration with external systems, provides technical assistance necessary throughout the assignments.

Data Collection Engineer

Configures and test the WorkForce Data Collection Terminal in accordance with the documented requirements.

Reports Developer Develops and tests customized reports and extends the analytics universe in accordance with the documented requirements

8. Acceptance Management This section defines the formal acceptance process that will be followed throughout the service.

Acceptance of a work request by Customer indicates that WorkForce has provided the service according to the accepted requirements and design documented by written approval of Customer Authorized MSS contact.

Acceptance of services under this SOW is the responsibility of Customer’s Authorized MSS Contact.

Completed services will be communicated by WorkForce in monthly Status Reports. If Customer reasonably determines that a service is incomplete, or otherwise materially unacceptable, Customer will document all deficiencies and communicate them to WorkForce within thirty (30) calendar days of receipt of the monthly Status Report. WorkForce will address all the deficiencies documented, or mutually agree with Customer to alternative actions.

9. Configuration Management & Consulting Request Management Process

1. Customer Work Requests are submitted via Salesforce ticket (or email to the ticketing system) routed to the MSS team for review, confirmation, estimating and planning.

2. WorkForce confirms receipt of Work Request based upon the timeline in Section 3, Levels of

Service.

3. Requirements are confirmed by WorkForce with the Customer Authorized MSS Contact.

4. The draft requirements, plan and estimates are documented and reviewed with the Customer.

5. The plan is provided for acceptance and prioritization to the Authorized MSS Contact.

6. If approved, the configuration changes are scheduled to be worked on based on the current capacity of the team and Customer prioritization.

7. Once active, the approved work request is designed and reviewed internally by subject matter experts.

8. The design is then reviewed with the MSS team and submitted for acceptance to the Authorized

MSS Contact.

9. Once the design is accepted by the Authorized MSS Contact, configuration begins based upon the approved plan. Configuration changes are tested by WorkForce to confirm functionality as expected.

10. WorkForce packages the configuration and migrates to the testing environments.

11. Acceptance testing is performed by Customer to confirm configuration against requirements and

Authorized MSS Contact provides feedback to the MSS team. The creation and execution of all test plans and required test scripts is the responsibility of Customer but can be provided through the MSS WorkForce team upon request.

12. If configuration is accepted, the production migration is scheduled in coordination with the

Authorized MSS Contact.

13. If issues are identified, the MSS team will work with Customer to remediate.

14. Once configuration is promoted to production, the Authorized MSS Contact provides confirmation and acceptance.

15. Work effort is closed out.

10. Fees and Schedule The MSSP and associated obligations identified herein commence on March 1st, 2023 (“Effective Date”) and terminate February 28th, 2025. The MSSP Support Fees are invoiced prior to service delivery as identified in the table below and are due per the terms of the Contract.

Initial Two-Year Period

Year MSSP Support Period Amount Payment Due Dates

Year 1 March 1st, 2023 to February 29th, 2024 $170,000 March 1st: $42,500

June 1st: $42,500

September 1st: $42,500

December 1st: $42,500

Year 2 March 1st, 2024 to February 28th, 2025 $170,000 March 1st: $42,500

June 1st: $42,500

September 1st: $42,500

December 1st: $42,500

Total $340,000.00 Currency: USD

Incremental Services Fees

The Annual Fee in the tables above include a base Resource Capacity of 0.50 FTE. This is the minimum Resource Capacity for which Customer is committed throughout the initial two-year period.

With a minimum sixty (60) days’ written notice, Customer may increase or decrease the Resource Capacity in increments of 0.25 FTE per-calendar quarter with a maximum increase or decrease 0.50 FTE per quarter, provided that Customer may never reduce below the base Resource Capacity of 0.50 FTE. The quarterly fee for each increment of 0.25 FTE is $21,250. Incremental fees will be invoiced upon receipt of the written notice by WorkForce with payment terms per the Contract. Fees will continue to be invoiced quarterly until Customer provides notice to decrease the Resource Capacity.

11. Approvals IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

State of North Dakota WorkForce Software, LLC

Date: _______________________ Date: _______________________

Signature: _______________________ Signature: _______________________

Printed Name: _______________________ Printed Name: _______________________

Title: _______________________ Title: _______________________

Deputy Chief Information Officer

Greg Hoffman Christopher McCleary

General Counsel

11. Approvals