Q~+n.~opendocs.cookcountyil.gov/procurement/modifications/11...* The contingency fees identified above shall only be released via a Project Change Order per the Project Change Management

Contract No. 11-53-051Vendor Name: WORKFORCE SOFTWARE, LLC

AMENDMENT NO. 4

This Amendment modifies Contract No. 11-53-051, for Enterprise Time and Attendance System Solution by andbetween the County of Cook, illinois, herein referred to as 'County" and Workforce Software, LLC, authorized to dobusiness in the State of glinois hereinafier referred to as 'Consultant":

RECITALS

Whereas, the County and Consultant have entered into a Contract approved by the County Board on December 4,2013, (hereinafter referred to as the "Contract" ), wherein the Consufiant is to provide Enterprise Time andAttendance System Solution (hereinalter referred to as the "Services") from December 31, 2013 through December30, 2016 with two (2) two-year renewal options, in an amount not to exceed $7,925,590.00;and

Whereas, Amendment No, 1 was executed by the Chief Procurement Officer on December 24, 2015 to modify theCompensation Schedule to omit references purchasing the EmpCenter 2200 time clocks and paying for hardwaremaintenance and support, and replace with rental of ErnpCenter 4000 time clocks; and

Whereas, Amendment No. 2 was executed by the County Board on February 10, 2016 to increase the contract by$786,812.44; and

Whereas, Amendment No. 3 was executed by the County Board on August 3, 2016 to increase the contract by$959,138.00;and

Whereas, the Contract will expire December 30, 2016, and the agreed upon Services are sbfi required; and

Whereas, the County and Contractor desire to renew the Contract for twenty-four (24) months beginning onDecember 31, 2016 thmugh December 30, 2018 for confinuation of services; and.

Whereas, an increase in the amount of $3,381,598.00is required for the continuation of Services as reflected on theattached Exhibit 6C - Renewal Compensation Schedule and corresponding Change Orders; and

Whereas, the attached Exhibit 3A - WorkForce Software EmpCenter Delivered Schedule of Products for the renewalperiod is incorporated and made part of the contract document; and

Whereas, the attached Exhibit 4A - Applicafion Support Managed Services for the renewal period is incorporated andmade part of the contract document;

Now therefore, in consideration of mutual covenants contained herein, it is agreed by and between the parbes toamend the Contract as follows:

1. The Contract is renewed through December 30, 2018.

2. The Contract amount is hereby increased by $3,381,598.00 and the Total Contract Amount is revised to$13,053,138.44.

3. Attachment No. 1: Exhibit 6C —Renewal Compensation Schedule is incorporated and made part of thecontract document.

Rev I/i/1 S

Contract No. 1143051Vendor Name: WORKFORCE SOFTWARE, LLC

4. Attachment No. 2: Exhibit 3A - WorkForce Software EmpCenter Delivered Schedule of Products isincorporated and made part of the contract document.

5. Attachment No. 3: Exhibit 4A - Application Support Managed Services is incorporated and made part of thecontract document

6. Attachment No. 4: Economic Disclosure Statement, Identification of Sub-Contractors/ Suppliers/Sub-Consultants Form and MBE/WBE Utilization Plan forms are incorporated and made a part of this Contract.

7. Afi other terms and conditions remain as stated in the Contract.

ln witness whereof, the County and Consultant have caused this Amendment No. 4 to be executed on the date andyear last written below,

County of Cook, filinois

„r ~6'./t/

Statrt/s Attorney r'

Q~+n.~ tC/t(e

Workforce Software, LLC

Signed

PG86@T <8 L<EEType or print name

C POTitle

Rev I/r/Ia


ATTACHMENT NO. 1:

EXHIBIT 6C —RENEWAL COMPENSATION SCHEDULE

Rev trl/15

Contract No. 11-53-051Vendor Name: WORKFQRCE SOFTWARE, LLC

EXHIBIT 6C

RENEWAL COMPENSATION SCHEDULE

This schedule ("Schedule" ) is made part of the Professional Services Agreement (the "Agreement" ), effectiveDecember 4, 2013, by snd between WorkForce Software, LLC ("Contractor") end the County of Cook ("County" ),

Under Exhibit 2 of the Agreement, the County has the right to acquire data collection equipment, badges, andrelated accessories and products (collectively the "Hardware" ).

This Exhibit sets forth the Empcenter SsaS Subscription renewal fees for years 4 snd 5 of the Agreement snd thefees associated with the Hardware, sll as set'forth below.

County shall have the riight to use, with the ability to acquire the following quantities of data collection equipment(collectively the "Data Collection Terminal Hardware" or "DCT" or the "Equipment" ) from Contractor for the periodindicated with one (1) two-year renewal options:

Cost Summary

~ssaa wrevalas ~ eswaalassaslsl

EmpCenter SaaS Subscription —Year 4 $183,876 July 1, 2017

.':N':::—,::!iris'I!i'r'M%.":-,:::::,',:::::',-:::::::::::::::,-:::,::,:::::,,:':::::":,,':,:!

EmpCenter 4000 Time Clocks —Rental of $310,752 January 1, 2018624 docks at $493/year —Year 5

c y 3 e

."N>ajisti

Applicagon Support Managed Seivices— $750,000 Twelve equal monthly payments due the firstYear 5 day of the month

R"'"':Project Change Order. IVR changes $70,390 Milestones detailed in the PCO

Professional Services Contingency '128,000 As needed through approved PCOs

* The contingency fees identified above shall only be released via a Project Change Order perthe Project Change Management Process defined in Exhibit 1, Appendix 8, The County hasestablishad the Professional Services Contingency for tha exclusive usa of tha County, atthe County's sole discretion. In the avant that any or all of the County's ProfessionalServices Contingency remains unused at the completion of the Services, the unused portionshall remain with the County.

Rw inns

Conkaci No. 11-53-051Vendor Name: WQRKFORCE SOFTWARE, LLC

Premium Support for the Equipment for the term of this Schedule is indudedIn the annual payment.

PURCHASE OPTION:

At the end of 5 years beginning 12/31/2015, County may purchase to own, ona separate hardware purchase schedule, any or all of the Equipment for a one-time fee of $377 per unit or return the functioning Equipment to WorkForce.

In addition, customer may order Premium Support for $148 per year per unit,invoiced In advance at the time of purchase.

NOTES AND INSTRUCTIONS

1. Contractor shall acquire the Data Collection Terminal Hardware (the "Equipment" ) listed above, for the feesand length of time specified in Contract No. 11-53-051.

2. County shall not alter the Equipment and shall pay all costs to maintain the equipment in good repair and

operating condition, subject to the provisions of the Support Plan. Such costs shall indude labor, matedial,

parts, and similar items. Except as described in the Damage Replacement provision in Rental Term 3 below,County assumes all risks of loss or damage to the Equipment from any cause, and if County does not exerciseits option to purchase the Equipment, agrees to return it to Contractor in the condition received from

Contractor, with the exception of norma I wear and tear. Contractor will determine normal wear and tear.

3. Damage Replacement: For Equipment that is damaged or destroyedbeyond normal wear and tear, Contractorwill replace up to 5% of the total Quantity of Equipment within the term of the Schedule.

4. At the conclusion of the term of this Schedule, if County does not return the Equipment or elect to purchase

the Equipment under a hardware purchase schedule at the rates set forth above, the above rates shall applyuntil County returns the Equipment. At the conclusion of the term of this Schedule, including renewals, theparties may agree to enter into a new Hardware rental schedule. Under the new schedule, County may, at itsoption, elect to receive new Equipment (the then current model) or continue use of existing Equipment.

County would be responsible for shipping of both the old and new Equipment and for installation of the new

Equipment.

5. The Equipment wgl be deemed to be personal property and Contractor retains title to the Equipment at all

times.

6. The lryorkforce So/hvore Hardware Purchase Schedules dated May 20, 2015 and August 7, 2015 between theparties ("Hardware Purchase Schedule" ) are hereby terminated and superseded in its entirety by this

Schedule. Any Hardware (and associated support) fees paid for by County shall be credited toward the amountdue in the first year under this Schedule. Cou'nty acknowledges that it has taken receipt of and/or ordered

624 DCTs under the Hardware Purchase Schedule. Title to the DCTs shall either revert to or remain with

Contractor, as the case may be, upon execution of this Schedule. All such DCTs are represented in the 624total quantity of DCTs set forth in Item 1 above.

7. Except as expressly set forth herein, the terms and conditions of the Agreement remain in full force and

effect.

All capitalized terms used in this Schedule have the meanings set forth herein or as specified in the Agreement.

Execution of this Schedule represents County's and Contractor's acceptance of all terms of the Agreement and theConditions set forth herein. Except as expressly set forth or modified herein, all terms of the Agreement shall

remain in full force and effect.

Rev Iri/15

Workfc"ceSOFTWARE

Project Change Order

Cook County

October 21, 2016

g», '„, ~ Client Issue Numbert N/A PCO Number: 0368.01.067Following discussious with Cook County, the following changes were identified as a change to thepreviously agreed upon scope of services under the Workforce Software Statement of Work datedNovember 26, 2013. This Project Change Order ("PCO"j describes the change and authorizesWorkF cree Soihvare, LLC ("Workporce"} to perform the services described herein.

Change in Services, Functional Requirements, Scope, Timeline, or Assumptions

Services Scone:

~ Add three additional go-live dates to complete the roll-out ofCook County Time across thecounty:

o 7 Go-Live: Sunday, February 5tv,2017

~ All remaining Health and Hospital employees

o 8 Go-Live: Sunday, March 19'",2017

~ Sheriff s Office Employees in Payroll Subgroup SH I

o 9a Go-Live; Sunday, April, 16",201'I

~ Sheriff's Office Employees in Payroll Subgroup SH2

~ Workporce Soffwsre will support the additional go-live dates with the following activities;

o 16 total additional 2 hour UAT support sessions

~ 8 sessions during a four-week dmefi'arne for Health', Hospitals

~ 8 sessions during a four-week time&arne for the Sharla's 0%co~ Issue resolution for any additional defects found m UAT

o 30 total additional I 5 hour end user retresher training sessions for each agency

~ 15 sessions during a one-week duration for Health and Hospitals

~ 15 sessions during a two-week duration for Sheriff s office

~ These additional sessions wIB follow the Timekeeper Functions userguide

o Four weeks ofPost Go-hve support for each deployment

~ Oversight and management of issue remediation throughout the pmjectteerrt

~ Technical and Operational Support for the ftrst two end ofperiodprocessing dk payroll processing

~ WorkForce Sottwsre will continue to host the Pre-Production SaaSenviromnent until the Go-Live

support

ha ended

o Weekly status meetings and reporting to project leadership

o Deployment planning, and execution

~ Createlanage Go-live checklist

~ Go-Live planning and exccmion meetings

o On-site Presence

project chutav order —036s.06067 Page: I

Work FC".ceSOFTWARE

Project Change order

p j thewy p j*co' rib -i I e ~th~ An Implementation Consultant will be on-site every other week from

January 2 —April 28, 2017

Training: Health dc Hospitals January 23 —January 27, 2017

Migrate updated configuration to production for Health February. 2, 2017d'c Hospitals

Pmduction Support: Health Jt Hospitals February 5 —March 6, 2017

Training: Sherifps Office (SHI) March 5 —March 10, 2017

Migrate updated configuration to production forSherdp s Office

March 16,2017

Production Support: Sheriffs Oifice (SHI)

lm "'gf

tI, >I;NN,

Go-Live: Sheriff s Office (SH2}

March 19—March 17, 2017

April 16,2017

Transition Cook County to WFS Support~

May IS 2017

Assumotions:

~ Any changes to the timing ofthe project activities documented above could incur additionalcosts and could impact timing of subsequent activities

Reason for Change:

~ The Health dt Hospital and Sheriffs Office has many complex groups ofEmployeesrequiring additional time and focused support to ensure a successful go-live ofCookCounty Time

Alternatives Considered and Rejected:

project Chcnae Order —0368.01.067 Peac: 2

WorkFC".-eSOFTWARE


~ Having the Health aud Hospital and Sheriff s Office go live with the 6 deployment in

October, 2016.

The following encompasses the services to be delivered by Workforce under this PCO:

X Project Management

X Requirements Analysis

Technical Installation Services

Sofhvare Design

Sofhvare Configuration

Custom Report Development

Custom Documentation

Tfaelureg

Test Scenario Creation

XTest Case Creation

Test Execution

iereII

Product Enhancement

Other - Please Specify: Go-Live Support

Scope: Details in the Scope section

Schedule:

X Cost/Effort $512,000

Quality: No impact on quality identified

Risk: None

Cost to Implement the PCO:

$512,000'orkForce

Software costs: $256,000

Cook Countv costs: $256,000

Cook County Milestone Payments:

1. MC-067-01: $128,000 —50'/e at the Health dt Hospital Go-Live

2. MC-067-02: $64,000 —25% at the Sheriff's Office Go-live (SHI)3. MC-067-03: $64,000 —25% at the Slterifps Office Go-live (SH2)

eri Q This document when executed by the pmties fortns an amendment to the Statement ofWork in effectN between the Customer and Workporce. The terms and conditions of the Statement ofWork apply,

~ uuh ualess stated otherwise within this document.

project Cteeeue Order —036&.01.067 Pre&e: 3

Wotkfo"-eSOFTWARE


Date:

Signature: Signature:

Printed Name: Tom Lynch

Title: Dhector of EEP

Printed Name: Dennis Tuttle

Title: Project Director

Date: Date:

Signature: Signature:

Printed Name: Ivan Samstein

Title: Ddef Financial 0%car

Printed Name: Mark Kurowski

Title: VP Global Client Services

Project Change Order —0368.01.067 Page: 4

WorkFC".-eSOFTWARE .


Siytature: Signature:

Printed Name; Tom Lyach

Title: Director ofERE



Date:

Signatme:


LTitle: Chief Financial Officer

Project Chasse Order- 0368.01.06$ Page: 4

NorkfcrcaSOFTWARE


Cook County

October 21, 2016l aa ia ta a~g Client Issue Number: N/A PCO Number: 0368.01.069

Following discussions with Cook County, the following changes were identified as a change to thepreviously agreed upon scope of services under the Workforce Software Statement of Work datedNovember 26, 2013. This Project Change Order ('%CO") describes the change aud authorizesWorkForce Software, LLC ("WorkForce") to perform the services described herein.

Change in Services, Functional Requirements, Scope, Timeline, or Assumptions

Services Scone:

~ Implemenfing the following Time rit Attendance best practices across the county:

o No Rounding and 7-minute Gracing before/after shiit

~ Agencies hnpacted: Office of the Chief Judge, Clerk of the Circuit Court,County Clerk, State's Attorney, Recorder ofDeeds

o All Non Exempt Employees are on Positive Pay

~ Agencies Impacted: County Clerk, Treasurer, Recorder of Deeds

~ WorkForce Software will update the Requirements and Solution Design Documentsaccordingly

~ WorkForce Software will update the applicable

configuration

an test the changes

~ Includes 6 Total UAT Testing Sessions (1 per each agency)

Assumotions:

~ No additional training of Cook County employees is required as a result of this PCO

~ All this work will be completed prior to April 15, 2017 to ensure the current WorkForceProject team members are still assigned to the Cook County Project

~ All configuration changes must be completed at the same time for all agencies

Q Timehne:

~ Requirements/Design Documcatation Updates: I/2 —1/20/2017

~ Configuratfon/QA Testing: 1/23 —2/17/2017

~ Acceptance Tesdng: 2/20 —3/1 7/2017

~ Code Freeze: 3/24/2077

e Migration Date: 4/02/2017

Reason for Change:

~ Implement Time dt Attendance Best Practices across all remaining agencies who are notcurrently foBowing the best practice pay rules. This will ensure pay rules are standardizedacross the county.

Alternatives Conshlered and Rejected:

a Allow agencies to continue to follow own ndes and not County-wide best Practices

Project ChaageOrder —0368.0L069 Page: i

WorkF0"ceSOFTWARE


reel 'gn tl *'ecqnerwkf e tnrco:jX Project Management

Requirements Analysis


X Software Design

Sofiware Configuration


Custom Documennttion

Trsluing


Test Case Creation

Test Execution

Product Enhancement

Other - Please Specify:

X . Scope: Detiils in the Scope section

Schedule:

X Cost/Efforc g70,200


Risk: None'!ll Cost to Implement the PCO:

1)Iii I'I :S7Oi00,

'tlga i--"' 'll Milestone Payments:

1. MC-069-01:.$35,100—50%upon Requirements Configuration

2. MC-069-02: $35,100—5'/a upon end ofUAT

— tg

=il,This document when executed by the parties forms an amendment to the Statement of Work in effectbetween the Customer and Workporce. The terms and conditions of the Statement of Work apply,unless stated otherwise within this document.

Project Change Order- 0368 01.06r1

War kFC."-eSOFTWARE'roject Change Order

Date:

Signatum: Signature:

printed Name: Tom Lynch

Title: Director ofERP

Printed Name: Dennis Tattle


Date:

Signature:

Printed Name: ivan Samstein

Title: Chief Financial 015cer

Project Chaage Order —0368.0L069 Page: 3

WorM".-eSOFTWARE


Custonter'ate'eferehee

"Scope"

Cook County

October 26, 2016

Client Issue Number: N/A PCO Nmaber: 0360.01.070Following discussions with Cook County, the following changes were identified as a change to thepreviously agreed upon scope of services under the Workforce Software Statement of Work datedNovember 26, 2013. This Project Change Order ("PCO") describes the change and authorizesWorkporce Sofhvsre, LLC ("WorkForce") to perform the services described herein.

Change in Services, Functional Requirements, Scope, Thnellne, or Assumptions

Services Scone:

~ Adding tbe following functionality to the IVR Call-in Sick functionality:

l. Adding the timestamp of the call to the Employee's Timesheet

2. Allow an employee to enter an absence for the current day and the next day (currentlylimited to current day transactions only)

3. Allow an Employee to eater multiple transactions within the same eall (e.g.4 Hours ofSick, 4 Hours ofFIVKA)

4. Add fueFMLA HolidayBanked Used pay code as an option in the menu

~ WorkForce Software will host two UAT support sessions that any agency can attead whowould'like to test the new IVR feature

~ Update of IVR Job Aid

Assmnutions:

~ No additional training of Cook County employees is required as a result of this PCO

All this work will be completed prior to Apfil 15, 2017 to ensure the current WorkForceProject team members are still assigned to the Cook County Project

~ Cook County will have one week to approve and sign-off on the requirements

Timeline:

RK '/o sac ~ti ccd /: 1/2-1//r/20/7

~ Configuration/QA Testing: I/16 —2/17/2017

~ Acceptance Testing: 2/20 —3/10/2017

~:;0/t/g'I ~ Code Freeze: 3/13/2017

r

t~ Migration Date: 3/16/2017

Reason for Change

~ Improving Eud User experience with the IVR caII-in sick functionality, based on feedbackfium Pilot users

Alternatives Considered and Rejected:

Project Charge t3rder —0368.0L070 Page 1

WorkFO."-eSOFTWARE


~ Keep IVR system as is in cmrent state

J

,1

Training


Test Case Creation

Test Execulton

Product Enhancement

Other - Please Specify:

Scope: Details in the Scope section

Schedule:

X

t

X Cost/Effort $70,390


Risk: None

The following encompasses the services to be delivered by Workforce under this PCO:X Project Management

Requirements Analysis


Sofiware Design

Sofiware Configuration


Custom Documentation

pt~+~4:.~ Cost to Implement the pCO;,'ji':"'.":;-:;:;:,-;.:":~$70,390

tt+lttestone Payments:

1, MC-07041: $35,195—50% upon end of Configuration

2, MC-070-02: $35,195—50%upon end ofUAT

This document when executed by the parties fonna an amendment to the Statement ofWork in efifectbetween the Customer and Workporce. The tenne and conditions of the Statement ofWork apply,unless stated otherwise within this document.

pmj act change or4n —0368.01.070

WorkFC,"-eSOFTWARE


Cook Court ty

Date:

WokkForce Softwarg, ILC

Date:

Signatme: Signature:

Printed Name: Tom Lynch

Title: Director ofHIP



Date:

Signature:


Title: Chief Financial Officer

Project Cbaege Order —0368.01.070 Page 3


ATTACHMENT NO. 2

EXHIBIT 3A - WORKFORCE SOFTWARE EMPCENTER DELIVERED

SCHEDULE OF PRODUCTS AND SERVICES

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Contract No. 11-53-051Vendor Name. WORKFORCE SOFTWARE, LLC

ATTACHMENT NO. 3:

EXHIBIT 4A- APPLICATION SUPPORT MANAGED SERVICES

Rev t/tfl5

KAMHSl I 4AEMPCENTER MANAGED SERVICES

WorkForce Software is providing the following Managed Services under the terms of the Professional Services Agreement, ThisEXHIBIT 4A sets forth the Support, SLAs and Managed Services for the Application Software and DCTs ordered by the Countypursuant to one or more Exhibits to this Agreement. All such Exhibits shall make reference to this Agreement and beincorporated herein by reference.

Managed Support Services to be provided under this Agreement:

~ Appendix 1: Sofhvare snd DCT Support Plan —Summary of the WorkForce Sofhvare Support Plan for ApplicationSoftware or DCT related issues

~ Appendix 2: Service Level Agreement —General Service Levels provided under this Agreement relating to theApplication Software and Managed Services

~ Appendix 3:Additional Managed Services- Additional Services to be delivered under this Agreement

Rev. 3.4-Final Page 1

KXHlSTT 4AEMPCENTER MANAGED SERVICES

APPENDIX 1

SOFTWARE AND DCT SUPPORT PLAN

Standard Support Hours - 7:30 am —7:30pmCentral Time, M-F except holidays

24 x 7

Response Times (see Note 4)

Severity 1

Severity 2

Severity 3

Estimated Timeframe to Provide Resolution orWorkaround

Severity 1 - a critical problem that rendersone or more key portions of the softwareor DCT's unusable, no reasonable workaround exists, and for which immediateresolution is required to meet pmcsssingdeadlines.

Severity 2 - any other critical problem thatrenders one or more ksy portions areunusabls.

Severity 3 - means any other problem with

the software that is not at the Severity 1 orSeverity 2 level.

Turnaround on DCT Repairs or Replacements

Toll-free Support Line

Senior Support Consultants

~~

(see Note 2)

(see Note 3)

1 Hour

2 Hours

1 Business Day

2 hours from initial response

1 business day from initial response

3 business days (prcvided such incident does not require apatch or new release)

Next Business Dsy (see Nots 10)

Priority Patch Release Scheduling (see Nots 5)

New Releases

Ditxxiunts on Replacement DCT Terminals (SeeNote 9)

20%

~

Quarterly Account Review (see Note 6)

~

Assigned Support Manager

Support Hours per Year

Authorirzed Support Contacts

Discount on Professional Services (see Note 12)

Unlimited

25 EmpCsntsr Subject Matter Experts

25%

Access to Quarterly Webinar/Training Sessions

Training Webinars on New Releases

Discounts on Training Courses (see Nots 7) 30%

~

Advisory Board Membership

~

EmpCenter Support tf 800-519-8945

Rsv. 3.4-Final Page 2

KANNNJNL'N'A

EMPCENTER MANAGED SERVICES

Support Plan Notes and Provisions

General Provisions

1. County will be provided WorkForce Software Gold Sohware Support and Pmmium DCT Support under this Plan.

2. WorkFcrce holidays are New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas in theUnited States.

3. Under the Support Plan, phone support for Severity 1 snd Severity 2 problems is included at no charge. Support for Severity 3incidents is available outside of the standard call support times at a charge of $250 plus Professional Senriice fees for all timespent, regardless of the cause of the problem (except for problems where EmpCenter™ Online was unavailable). WorkForceSoftware will make commercially reasonable efforts to provide aN Severity 3 support during the Standard Support Houi s

4. Response time is Ihe time from when the County places a call or sends an smail into WorkForce until it is assigned to aworkForce technical or functional supporl resource and a return call/smail is made. Note that the WorkForce Call Center isaccessed at the telephone number above and provides immediate incident logging 24 hours per day..

5. Under the Support Plan, County gets priority scheduling for the release of patches for incidents which are affecdng County.

6. WorkForce shall perform a quarterly review with County of outstanding support issues with a senior support team member andan assigned Support Manager. During this review, WorkForce will provide recommendations on issues affecgng County andmay recommend configuration changes, product patches, or upgrades to County's configuration based on its review.

T. County is provided a discount ori regularly scheduled, non-private courses at WorkForce's facilities.

6. WorkForce may modify the service levels, fees, and offerings of the Support Plan, but such changes shall not apply to thsSupport Plan for the current Support Period. Support Period shall mean the penod of time that Customer is covered under aSupport Plan.

DCT Provisions

g. The Support Plan covers ths cost of parts, labor, and shipping of DCT's to your facility for any Covered repairs formanufacturer's defects and manufacturer's workmanship of the DCT. County is responsible for shipping charges toWorkForce. To make s support claim, County shall first contact WorkForce Sofhvsre and speak to our support department,Aher diagnosis and upon authorization, you will be provided shipping instrucfons to return the unit to WorkForce Software forrepair.

10. Under the Support Plan, WorkForce ships a replacement DCT overnight at no cost to County the same business day (or thenext business day for calls after 3 pm Eastern Time) within the continental United States. County ships the faulty DCT toworkForce concurrently via ground shipping, If the faulty DCT is not received within 10 business days, County will beinvoiced for the DCT shipped.

11. The Support Plan only covers DCT repairs or replacement units of the same type and model. If parts or replacement units arenot available, s next generation DCT will be provided. County will receive ths next generabon DCT at 20% off of the list priiceof the new DCT, less the fair market value of the old DOT (original price depreciated over 10 years).

12. The Support Plan provides for a 25'k discount on ak professional services related to the inslagation or ieconfiguration of newDCTs.

13. Discounts and replacement options do not apply to IVR systems. Contact WorkForce for additional information on IVR,

14. Normal wear and tear and intentional damage to equipment is excluded and fees for such DCTs will be chargeable to Countyat WorkForce's standard charges for parle and labor upon receipt of any such DCT. WorkFome makes no repmsentations onthe availability of parts or replacement units. WorkForce reserves the right to deliver new DCTs, repaired DCTs, orrefurbished DCTs at its option for any covered repair. WorkForce Software's obligation shaN be subject to our determinationthat the DCT has not been modified, serviced, or repaired by any other party and that the product was Installed and operatedwithin the product specifications for its intended use. Any misuse, negligencs, accident, abuse, or alteration of s serialnumber will void the support obligations. The Support Plan extends solely tothe original purchaser of the DDT and ari claimsmust be made by the purchaser and nct any party who the DCT was transferred to.

15. THE SUPPORT PLAN EXPRESSLY PROVIDED HEREIN IS THE SOLE WARRANTY AND OBLIGATION OF WORKFORCEWITH RESPECT TO THE DCT. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED ARE HEREBY DISCLAIMED,INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE. IN NO EVENT SHALL WORKFORCE SOFTWARE BE LIABLE FOR ANY LOSS OR INJURY TO EARNINGS,PROFITS, OR GOODWILL OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IFWORKFORCE SOFIWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WORKFORCE'S LIABILITY SHALLIN ANY EVENT BE LIMITED TO THE REPAIR, REPLACEMENT, OR IF NEITHER IS FEASIBLE, A REFUND OF THERENTAL FOR THE PERIOD THE DCT IS NOT FUNCTIONING OR THE PURCHASE PRICE OF THE DCT ASAPPLICABLE.

16. The Support Plan provides for full intellectual property indemnification of ths DCT Sofhvars while under support,


KXHIMT 4AEMPCENTER MANAGED SERVICES

APPENDIX 2

SERVICE LEVEL AGREEIylENT

WorkForce shall provide the following general service levels for the Online Service during ths term of County's use of such service,

asiwi~wasw~!::::E'.::,:ala'rliTest environments: 95%

Backup Services

Data Storage

Archive Skxage and Data Purge

WorkForcs shall backup all County data in its entirety every seven (7) days

WorkForce shall backup all changes to County data every twenty four (24) hours

Data will be kept online for 7 years.

WorkForce Software, st Bs discretion, may archive data that is older than 7 years.Archived data will be sent to the customer, and then the data will be purged from theproduction system. WorkForce will provide ths County s backup file of the full database(usiing the native backup tools in the database) before WorkF ores archived (deleted) thsolder data from the database.

Notes. DefiniTions. and Additional Terms

The following notes, definitions, and additional terms are an integral part of the Service Level Agreement.

1, "Availabls Hours" shall mean all the hours in any timsframs assuming 24x7 access, less sny Excused Downtime.

2, "Downtime" shall mean all hours in any timeframe where the Online Service is not availabls, excluding ths Excused Downtime.

3 "Excused Downtime" shall mean collectively all of the following: (i) scheduled network, hardware software, or service maintenanceperiods; (ii) downtime caused by the acts or omissions of County or County's employees, agents, contractom, or vendors, oranyone gaining access to the Online Service by means of County's passwords or equipment; (iii) downtime caused by a failure ofths Internet; (iv) downtime caused by the occurrence of any event that is beyond WorkForce's reasonable control; (v) scheduleddowntime for conversion or upgrade periods where the Online Service or data is being migrated to an new release; (vi) ths periodof time during and immediately after a Disaster while services are being switched tc alternate facilities and then back to the primaryfacilities; (vii) downtime requested by County.

~ Regarding Internet failure, WorkForce hss redundant Internet links from diverse vendors, a reasonable control for Internetconnectivity. If one of those vendom goes down, WorkForce can reroute traffic. WorkForce are responsible for maintainingthose connections, including having enough capacity in each connscbon to handle peak load. But peering points in theCloud somewhere between WorkForce and the County cannot be controlled, nor can WorkForce control the County's Internetconnectivity. For example, WorkForce cannot bs responsible for Internet congestion in Chicago's Internet Exchange betweenInternet providers that negatively affects latency, packet loss, or availability including an example aw well where the Countyhas sn internet outage.

4. "Uptime shall mean the number of hours the Online Service is available during any timeframe.

5 Actual uplime for the purpose of determining the compliance with the Uptime Commitment is calculated as the Uptime in anytimsfrsme divided by the Available Hours

6, In order for WorkForce Software to maintain ths Uptime Commitment and properly deliver all other servicse herein, County shallnotify WorkForce at least sixty (60) days in advance of any psriod when it reasonably believes the number of Active Employees orpeak usage transaction volume to the Online Service may increase by more than 20% over the prior thirty (30) day period and atleast ninety (90) days in advance if it expects more than a 50% increase.

7 The Uplime Commitment does not apply in the first thirty (30) days of this Agreement, during which time WorkForce shall setup theOnline Service for County.

6, Ths Uptime Commitment does not apply during a Disaster snd shall bs reinstated again only after service has been fully restoredat the primary facility.

9 Access to archived data, if available, will be quoted to County, provided as a Professional Service, and may be made available asa database extract or in s test environment

10. "Client Coverage Hours" are 7:30 am Central Time —7:30pm Central Time, weekdays except holidays.

11. County will contact'a live person when reporting issues to WorkForce Support.

12. "Escalation Threshold" shall mean open/unresolved issues are escalated to ths next level manager once this threshold has beenreached.

Rev. 3.4-Final page 4

KXHLIIIT 4AEMPCENTER MANAGED SERVICES

APPENDIX 2 - Continued

Response Time and Escalabon

)*

Client experiences a complete loss of access to Severityand use of the Production Environment. Work 1

cannot reasonably continue, the operation ismission critical to the business and the situationis an emergency. A Severity I evel 1 Inddentresults from an Infrastructure outage or scomponent (system process) level failure, andhas one or more of the following characteristics:

~ Environment is dawn and/orinaccessible by Client's End Users

~ Data is corrupted, resulting in acomplete halt to Client's businessoperations

~ Environment hangs indefinitely,causing indefinite delays for criticalresources orresponse

~ Production payroll processing issuesas well as upstream issues that arepreventing payroll procession sreSeverity 1.

~ Production environment access notavailable issues, outside of normalmaintenance periods, are Severity 1.

, k4

1 hour 4 hours from 1 hour 2 hourinitial response

Client experiences a severe loss of access toand use of the Production Environment. Nomutually acceptable workaround or alternativeis available; however, business operations in

the Production Environment can continue to beconducted in a restricted fashion.

Severity 2 hours2

1 business dayfrom initial

response

8 businesshours

8 businesshours

Client experiences a minor loss of access toand use of the Production Environment. Theimpact is an inconvenience, which may requirea workaround to restore functionality.

Severity3

1 businessday

3 business days(prcvided suchincident doesnot require apatch or new

release)

Initiated byClient

Initiated byClient

The County Director of ERP retains the riight to escalate and dispute the Severity dassification of any Incident to the WorkForceSupport Manager or Services VP if such escalabon is reasonable in nature.

Support Tiers

The following details and describes Support Tier levels:

5

Tier 1 Support All support incidents begin in Tier 1,.where the initial support ticket is created. The issue isidentified and clearly documented, and basic hardware/soltware troubleshooting is initiated.

Tier 2 Support

Tier 3 Support

All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, wheremore complex support on hardware/software issues can be provided by more experiencedEngineers.

Support Incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3, where supportis pmvided by Vendor's most experienced, senior Engineers who have the ability to collaborate with3rd Party (Vendor) Support Engineers to resolve the most complex issues.


Service Level Agreements

K2LHHsi f 4AEMPCENTER MANAGED SERVICES

APPENDIX 2- Continued

A. Support Desk Response

The Vendoris support desk response time will be et or below the response times listed for Severity 1 tickets 95% of the time inany given month. For any month that Vendor does not meet this standard we will credit your account 5% of the monthly hostingfee per occurrence, up to 100% of your monthly fee.

The Vendor's support desk response time will be at or below the response times listed for Severity 2 and 3 issues 90% of thetime in any given month. For any month that Vendor does not meet this standard we will credit your account 2 5% of themonthly hosting fee per occurrence, up to 100% of your monthly fee.

Support Desk Response credits due Client will be applied on the following month's invoice.

For purposes of this SLA a "Failure to Respond" occurs when Vendor is in receipt of a service ticket snd ths Vendor's SupportDesk fails to respond to the Client within the timeframe define in the SLA table. Vendor's receipt of a service ticket will be atstep 1 in the Support Desk pmcess. Vendor's response to the service ticket will be the initial contact the Support Desk has withthe Client. The elapsed time between these two (2) events represents the response time.

B. Support Desk Escalation

The Vendor's support desk escalation period will be at or below the escalation periiods listed for Severity 1 issues 95% of thetime. For any month that Vendor does not meet this standard we will credit your account 5% of the monthly hosting fee peroccurrence, up to 100% of your monthly fee.

The Vendor support desk escalation period will be at or below the escalation periods listed for Severity 2 and 3 issues 90% ofthe time. For any month that Vendor does not meet this standard we will credit your account 2.5% of the monthly hosting feeper occumence, up to 100% of your monthly fee.

Support Desk Escalation credits dus Client will bs applied on the following month's invoice.

For the purposes of this SLA a "Failure to Escalate" means when a ticket has been open longer then the defined threshold andthe appropriate manager has not been notified.

C. EmpCenter Online Service Availabgity

WorkForcs's web interface will be available 99.9% ("Availability Threshold" ) of the time in a given month, exduding ExcusedDowntime. "Excused Downtime" shall mean collectively all of the following: Q scheduled network, hardware software, or servicemaintenance periods; (ii) downtime caused by the acts or omissions of Client or Client's employees, agents, contractors, orvendors, or anyone gaining access to the Online Service by means of Client's passwords or equipment; (iii) downgme caused bya failure of the internet, phone network, cell phone network, and other transmission methods by which the Online Service isdelivered; (iv) downtime caused by the occurrence of any event that is beyond Vendor's reasonable control; (v) scheduleddowntime for conversion or upgrade periods where the Online Service or data is being migrated to a new release; (vi) the pertiodof time during and immediately after a Disaster while services ars being switched to alternate facilitiss and then back to theprimary facilities; (vii) downtime requested by County; (viii) downtime of the portion of the Online Service provided by third partycontent vendors.

WorkForce's web interface being unavailable occurs when the Client is unable to login through the web interface,

~ . This will be measured through an automated login probe (script) that will poll the web interface.

Vendor will credit Client's account 5% of the monthly hosting fee for each 0.5% below the Availability Threshold for thisdowntime. (As an example, if the monthly Availability Threshold wes 99.8%,WorkForce would credit the County 5% of themonthly hosting fees. lf the Availability Threshold was 99.3%,WorkForce would credit the County 10% of the monthly hostingfees.) The EmpCenter Online Service Availability credit will be applied on the following month's invoice if the County andVendor determine the outage was an SLA event

EmpCenter Online Service Availability credits due Client will be applied on the following month's invoice.

Rev. 3muFinal Fags 6

KXHUM'I'AEMPCENTER MANAGED SERVICES


SLA Compliance

If WorkForce Software fails to comply with the described SLAs more than six (6) times during any six (6) consecutive monthperiods, then Client shall have the right to terminate the Software as a Service schedule. Compliance of SLA's will mean thefollowing:

~ For Service Level Agreemsnt A compliance shall mean the response time for severity level 1 tickets is not equal to ormet 95% of ths time and for severity level 2 and 3 issues is not equal to or met 90% of the time in any given month.

~ For Service Level Agreement B compliance shall mean the escalation period for severity level 1 tickets is not equal toor met 95% of the time and for severity ievel 2 and 3 issues is not equal to or met 90% in any given month.

~ For Service Level Agreement C compliance shall mean the'mpCentsr web Interface will be available 99.9%of thetime in a given month, except for permitted exclusions.

Calculations

When measuring the hours available in any month, all downtime measurements shall exclude Excused Downtime.

The formula used to calculate the percentage of compliance for each SLA shall bs as follows:

The amount of credit is calculated as ths product of the fees for the month of the failure for the spplicsbls portion of the OnlineService affected multiplied by a fraction, the numerator of which is the Downlims and the denominator of which is the AvailableHours in this time period. "Downtime" shall mean all hours in any timeframe where the Online Service is not available, excludingthe Excused Downtime. "Available Hours" shall mean all the hours in any timeframe assuming 24x7 access, less any ExcusedDowntime.

Total Credits

If a single inddent results in the failure of Provider to meet more than one Service Level in a single month, the Service LevelCredit issued shall be only the largest Servim Level Credit of the Service Level Credits associated with the missed ServiceLevels. Total credits in a month cannot exceed 100% of the charges for the service for a month.

NOTE: Credits and SLAs only apply to production environments, once customer has gone live with the system.


E)LHIIT 4AEMPCENTER MANAGED SERVICES

APPENDIX 3

ADDITIONAL MANAGED SUPPORT SERVICES

ARTICLE 1 —MANAGED SUPPORT SERVICES

Under this Agreement, WorkForce Software shall provide ths following additional services necessary to deliver ths WorkForceSoftware EmpCsnter SeeS solution for County.

Additional Managed Support Services to be provided under this Agreement:

SECTION 1 —Infrastructure and Network Connectivity

SECTION 2 —Customer Support Services (Support Desk)

SECTION 3-Technical Managed Services

SECTION 4-Application Managed Services

SECTION 5 —Backup and Recovery

EmpCenter Software rriodules to be delivered as part of this Agreement as detailed In Exhibit 3:~ Time & Attendance Base Application~ Accrualse Attendance Point Tracking and Alert Manager~ Employee Self-Service~ Activity Based Costing~ Multiple Assignments~ Public Sector Policy Templates~ Data Collection Terminal Server~ Interhce Connect~ ACT - Base Application~ ACT - Employee Self Service~ EmpCentsr Anslytics —SAP BusinessObjects Web Intelligence~ EmpCenter Reporting —SAP Crystal Reports

Shared Infrastructure Softwaie to be delivered as part of this Agreement:

~ Database Servers:o Operating System - Red Hat Linux v.6,or Windows Server 2012o Database - Oracle 11g or SQL Server 2012

~ Application Servers;o Operating system - Rsd Hat Linux v.6 or Windows 2008 or Windows 2012 (depending on server's function)o EmpCenter 9.1

~ JAS/HTML servers:'

Operating system —Linux with Apache tomcat~ Reverse Proxy Server —Coyote Point~ Anti-virus - Symantec~ Infrastructure Monitoring - Nagios/CheckMK~ Backups - Netbackup 7.5

WorkForce Soltware may change the above infrastructure software during this Agreeinent with advance notice of changes givento the County.

This Appendix specifically exdudes professional consulting services to migratefimplement the solution, as those services are setforth In a separate Exhibit 1 —Statement of Work to ths Professional Services Agreement. This Appendix also specificallyexcludes professional consulting services that County msy request on a time and materials basis to implement additionalmodules and functionality throughout the term of the contract.

Rev. 3JPFinal Page 8

KXHIIITT 4AEMPCENTER MANAGED SERVICES


SECTION 1 —Infrastructure and Network Connectivity

Location

The WorkForce Software infrastructure and network components which provide the compute power, storage andtelecommunications equipment to County sre currently located al WorkForcs Software's Miohigsn hosting facilities. WorkForceSoftware may relocate the aforementioned infrastructure, network components or facilities to another physical location within thecontinental United States of America. WorkForce Software's responsibility for maintaining the performance of the WorkForceSoftware EmpCenter SaaS solution begins in the WorkForce Software data center and ends at the firewall installed inWorkForce's facilities. WorkForce Software agrees that at no fime will these components be located in a facfiity outside thecontinental United States of America.

County Infrastructure Requirements

In order to effectively and safely access the WorkForce Software EmpCenter SaaS solution County's infrastructure and networkmust meet the following requirements:

~ As it relates to the WorkF ores Software EmpCsnter SaaS solution all desktops, notebooks, iaptops, and workstationsmust be installed with software and configured to meet the current WorkFoms supplied minimum technicalrequirements. WorkForce Sofbvare maintains documentation on these minimum requirements. Such documentationhss been provided in the RFP response and shall be made available fcr review by County at County's request.Infrastructure requirements may change from time to time and when they do, WorkForce will provide the Countyupdated documentation. All such documentation shall be considered trade secrets and subject to the confidentialitypmvision set forth herein. For commercial cause, WorkForce reserves the right to modify such documentation duringthis Agreement.

~ County's infrastructure and network will have a currently ficensed, up-to-date end vendor-supported server. basedantivirus solution protecting sll servers, developer workstations, desktops and laptops.

~ All County desktops, notebooks, and laptop software must be genuine, licensed and vendor-supported. This isespecially important as it relates to supported browser versions.

~ A technical assessment of County's infrastructure may be completed 'y WorkForce Software duringimplementation/rnigralion project.

Infrastructure Monitoring

WorkForce monitors the hosting environment and the County's 4 environments (i.e production, training, test and development)to ensure they sre available, have enough capacity, and are operating with acceptable performance. Monitoring includes:

~ Server monitoring for CPU, memory, network, and file systems utilization

~ Storage area networks for capacity and I/O

~ Database monitoring for query perfonnance and other database alerts

~ Networks for capacity and errors

~ Application Instances for JVM usage. Ws also log into each instance every 5 minutes to verify the application anddatabase are up.

WorkForcs Software will provide a monthly report on uptime compared to SLA commitment for the Production environment.

Infrastructure Management

WorkForce Software will monitor for advanced troubleshooting, repair, and changes as required to supporl WorkForcsSoftware's infrastructure. Spectfically WorkForce Software Will perform ths following In-Scope services:

~ Software patch management addition or removal, including, database, operating system, end drivers; applicationupdates are covered under Technical Managed Services. Patching is driven by the necessity due to an incident oridenfified critical/exploited vulnerability. WorkForce shall continuously monitor for vulnerabiiitie. Patches occur andsemrity reviews are performed on an as needed basis. Critical patches will be applied as required within 30 days.

~ Creation/removal of user accounts nrquired for access to County databases.

~ Creafion/modification of scdipts and/or batch files for log management, common tasks.

~ Group policy creabon or modification for Active Directory.

~ Sofiware package and licensing audits; as it relates to the WorkForce Sofiware EmpCenter SaaS solution,


KXtfiISLT 4AKMPCKNTKR MANAGED SERVICES


Infrastructure Nlaintensnce Schedule

Maintenance of the WorkForce Sofiware data center equipment will occur during the normal maintenance windows once amonth (usuafiy during a Saturday starting at 9:00 p.m. and ending at 3:00a.m. Sunday morning, Central Time), or between 2;00am and 3:00 sm Central Time each Sunday. WorkForce Software reserves the right to extend maintenance past the allottedtime as needed but in conjunction with County's approval which will not be reasonably withheld. The normal maintenancewindow is subject to change and will be agreed upon by both WdrkForce Sofiware and County, and the new normalmaintenance window will become effective upon agreed date.

Access to Infrastructure

WorkForce Software will not provide ths County access to the WorkForce Sofhvars EmpCsntsr SaaS Solution infrastructure,

Security

WorkForce Software shall at a minimum maintain the security program which is further dsscribed in the Current Audit Reportand the Security Policy. WorkForce Software will allow County to achieve differentiated configurations, to the extent that suchconfigurations do not uss oontrols materiafiy less protective than those provided in the Security Policy snd the Current AuditReport.

Infrastructure Physical Security:

Annually and without cost to County, WorkForce Software shall complete a SOC I (formerly SAS70) and SOC 2. The auditreport will be provided upon request in hard copy form. WorkForce Sofhvare's primary data center facility shall, at a minimum,have:

~ 3 layers of security with video surveillance

~ Fully redundant network

~ Fully redundant power

~ Configured uninterruptible power systems

~ On-site diesel-powered generator

~ High density power handling

~ N+1 configured cooling systems

~ Multi-layer security and monitoring systems

Infrastructure Logical Security

Production data will be stored in s different database from non-production data. Additional information about EmpCenter datasecuriity is available for review by County at County's request. Afi such documentation shel( be considered trade secrets andsubject to the confidentiality provision set forth herein. For commercial cause, WorkForce reserves the right to modify suchdocumentation after the effective date of this Agreement.

Afi Operating System level access will follow the WorkFome Software Enterprise Security Policy which can be provided toCounty and will be updated as needed and available upon request.

Application Logical Security

Using EmpCentsr security, County will administer security for individual users snd for groups of users. County will set upsecurity to ensure users in the system have permission to perlbrm only those actions (view, add, change delete) and be able toview only the data, including hiding sensitive fields, that is essential to complete their jobs. The EmpCenter security protects afi

EmpCsnter environments.

EmpCentsr User Provisioning

User provisioning to the WorkForce Software EmpCenter SaaS solution will be provided by County through the use of County'sActive Directory or other means utilized by County.

Virus Recovery for Current, Licensed Antlvirus Protected Systems

Recovery from damages caused by virus Infecfions not detected and quarantined by ths latest Antlvirus definitions is coveredunder the tenne of this Agreement. WorkForcs Software subscribes to and relies on Symantec to automaficafiy updateWorkForce Software virus definition libraries.


KAJfR5l f 4AEMPCENTERqg MANAGED SERVICES


SECTION 2 -County Support Services (Support Desk)

Customer Support is the focal point for County interaction with WorkForce Sot(wars. Customer Support provides support asdefined in Appendix 1 and Appendix 2.

Support and Escalation

WorkForce Software will respond to County's tickets under the provisions of the Support Plan. County must open tickets viaphone or email to WorkForce Software's Support Desk. Each service request will be assigned a Support ticket number fortracking. Mutually agreed upon escalation procedures ars described in Appendix 2.

Support Desk Escalation Process

Issues that are not resolved through standard Support and help desk services, as described in Appendix 1 and Appendix 2, maybe escalated by County to the WorkForce Software County Success Manager assigned to County. If County believes it is notgetting the response it is looking for from the County Success Manager, County may escalate the issue to the County SupportManager. Ths Support team will automatically escalate the issue based on the thresholds defined in the Service LevelAgreerrisnt.

Support Desk Reporting

WorkForce Software will provide County monthly reports detailing County's help desk requests for service and the timing andresolution of those requests by the WorkForce Software County Support Team. Such reports shall be sufficiently detailed toallow the County to determine whether WorkForce Software has met its Service Level Agreements (for example; new incidents,incidents resolved, incidents overflow, Incident carry over, resolution time and other reasonable performance metrics asrequested by the County).


KMilM I 4AEMPCENTER MANAGED SERVICES

APPENDIX 3-Continued

SECTION 3:Technical Managed Services

WorkForce Software has around the clock, seven (7) days a week, every day of the year, technical support coverage of all itsdata center operations and infrastructure. WorkForce Software provides these Technical Managed Services to support systemand database administragon type activities within the WorkForcs Software EmpCenter SaaS solution during the term of theProfessional Services Agreement. These services are requested via WorkForce Software's Customer Care Services ("SupportDesk") and provided remotely during Coverage Hours unless otherwise mutually agreed upon by the parties.

The following Technical Managed Services are In-Scope in this Agreement.

Note 1: Environment refreshes will be performed as deRnsd in Exhibit 3 regardless of the individual environment beingrefreshed.

1 ~

Environment Refreshes

Environment Maintenance

Technical Assistance and Troubleshooting

Installation of EmpCenter upgrades and patches

Security Administration

Technical Diagnosis/Performance/Design Improvements

System Audit

Performance Tuning and Optimization

RE=Application Monitoring

Proacfive Database Monitoding

As Requested per Exhibit 3

As Needed

As Needed

As Needed

As Needed but within 30days for cdtical fixes

As Needed

Annual

As Needed

Ongoing

Ongoing

Coverage Hours

Coverage Hours

Coverage Hours

Coverage Hours

Coverage Hours

Coverage Hours

Coverage Hours

Coverage Hours

Coverage Hours

Coverage Hours

KssITt.l~'T'e e . 4 ~

Database Software Updates and Patch'es

Database Performance Tuning and Optimization

Database Security Administration

Database Capacity Planning

Database Backups

Database Recoveries

Database Recovery Testing

As Needed but within 30days for critical fixes

As Needed

As Needed

As Needed

Daily

As Needed

Yearly

Maintenance Window

Coverage Hours

Coverage Hours

Coverage Hours

According to WorkForce Schedule

Coverage Hours

Coverage Hours

Batch Processing Perfonnance,

The County is responsible for monitodng of any job queues needed to support the EmpCenter SaaS solution and County will benotified by email of any alerts. These alerts will be sent:

~ any time a automated job process fails~ any time a submitted job remains in a "waiting" status for longer that a predetermined period of time~ any time a job is in "active" status for longer than a predetermined period of time

WorkForce Software commits it will do everylhing within its control that is commercially reasonable to support the County'spayroll cydes and other time critical processes within the parameters of County's business needs.

Rev. 3AuFihal Page 12

EXHJBIT 4AEMPCENTER MANAGED SERVICES

SECTION 4: Application Support Managed Services

WorkForce Software will pmvide Application Support Managed Services (ASMS) to assist County's acbvities with theEmpCenter solution during the Term of the Agreement. ASMS provides funcbcnal support for the variious modules licensedunder the PSA. (See Exhibit 2 of the "Agrssmsnt"). ASMS assistance is requested via WorkForce Software's CustomerSupport ("Support Desk") and provided remotely during Coverage Hours unless othsiWiss mutually agreed upon by the partiesThe following Application Support Managed Services are In-Scope:

e a direct response to designated support contacts (up to 25 EmpCenter Subject Matter Experts) with respect to inquiriesconcerning the performance, functionality, or operation of the supported programs

~ a direct response to designated support contacts with respect to problems or issues with the supported programs~ a diagnosis of problems or issues of the supported programs~ reasonable efforts to resolve reported and verifiable errors in supported programs such that reported programs perform

in all material respech as described in the associated documentation~ escalation of support ticket to WorkForce Software Support Management~ review of problems or issues

Additional Application Support Managed Services will be provided effective December 31, 2016, as described in Attachment 1 tothis Exhibit.

The following application managed services are Out-of-Scope in this Statement ofWorlc

e Application Managed Services required to support migration/implementation activities, installation acgvitiss, or otherproject related activities requested by County; these services will be billed on a fixed fee basis under a separateStatement of Work.

~ Training services; these sewices will be billed on fixed basis under a separate Statement of Work.

SECTION 5 —BACKUPS AND DISASTER RECOVERY

Backups

WorkForce Software maintains multiple copies of customer data at multiple locations to ensure customer data is protected. Thisdocument presents a short overview of ths standby and backup systems used.

Oracle Standby Servers

To protect customer data, WorkForce Software replicates data from the primary Oracle database servers to sets of Oraclestandby servers at both our Priimary Hosting Facility (Level 3) snd our Secondary Hosting Facility (Livonia). Data is replicatedevery 15 minutes to the Primary Hosting standby servers, and every hour to the Sscondaiy Hosting standby servers. Each setof database servers (the primary servers, Primary Hosting Fadllty standby sewer, and the Secondary Hosting Facility standbyservers) are on physically separate Storage Area Networks (SAN). All database servers are protected by redundant powersupplies. Additional cold-spars servers are also maintained.

SQL Server Standby Servers

Data is replicated synchronously from ths primary database server to a standby database server at the Primaiy Hosting Facility,and asynchronously to a standby database server at the Secondary Hosting Facility. Primary Hosting Facility standby server,and the Secondary Hosting Facility standby servers) are on physically sepamte Storage Area Networks (SAN) All databaseservers are protected by redundant power supplies. Additional cold-spare servers are also maintained

Disk snd Tape-based Beckups

To further protect data, extensive backups are performed:

Disk-based backuos:

Full disk-to-disk backups of customer data are made nightly. Three days of disk-based backups are kept on sits at the PrimaryHosting Fadlity; 5 days of disk-based backups are kept off-site at the Secondary Hosting Facility.

Rsv. 3.4-Final Page 13

KXMSIT'AEMPCENTER MANAGED SERVICES

Tace-based backuos:

County data is also backed up to tape daily. All tapes date is encrypted. Weekly, monthly and annual tape backups are takenoffsite to Iron Mountain.

Tace bsckuo retention:

~ Daily backups: two week retention~ Weekly backups: two month retenfion~ Monthly backups: one year retention~ Annual Backups: seven year retention.

Requested Data Restore

Except where County declares that a disaster has occurred in which case WorkForce Software shall perform its obligations asset forth under the Disaster Recovery section of this Statement of Work, WorkForce Sofhvare shall begin restoring the County'sdata files within 24 business hours. County can request a restore by calling the County Support center. The actual length oftime to restore the data is dependent upon the amount of dale 'to be restored. Additional details of the restore process areprovided in a separate WorkForce Software Hosting Disaster Recovery document.

County may request back-up copies of County's data and other files from WorkForce Software in the WorkForce Soffwarsformat, at County's own expense. WorkForce Software will test the recovery of backup tape once psr year.

Disaster Recovery

WorkForce Software replicates data and application to the disaster recovery facility. In the event of a disaster, the replicateddata and applications will be brought online in lees than 8 hours with data loss of less than 1.5 hours. Fail back will follow thesarrle process. Workforce's Disaster Recovery plan contains procedums for WorkForce to client communications andinteractions during a disaster, including the disaster declaration process. WorkForce will ensure that Disaster Recoveryinfrastructure and processes are updated as needed when changes to production infrastructure or processes take place.

Business Continuity Plan

Recovery capabilities are to be provided for externally hosted solutions are provided below.

BCP Requimmenfs

Recovery Time Objective This represents the timeframe business functions must be recovered after a declaredoutage. Goal is 8 hours.

Recovery Point Objective This represents the point-in-time that systems end dale must be recovered. Goal is 1.5hours.

Data Center Tiers

Warm Site

EmpCenter provides Tier 3 level data center seniices as defined by the Uptims Institute.

Environment, hardware, system soltware, applications, data and nehvork

High Availability

transaction or at short intervals, with no more than 1.5hour of dataloss.

High Availability —Same Day Recovery

WorkForce provides an automated backup and recovery capabiTrty for the system and applicagon, including incremental and fullbackup capabilities. System backups occur without taking the application out of service and without degradation of performanceor disruption to County operations.

Service is provided from two data centers. In 2014 our backup data center will be moved to one that does not share commonthreats (e.g. the data centem cannot be in the same earthquake zone, likely humcane path, same flood zone, etc.). The datacenters meet Tier ill standards for redundancy of power, telecommunications, HVAC, security, fire suppression and buildingintegrity.


KAHHSL I 4AKMPCENTKR MANAGED SERVICES

ln the event of a technology or other failure at the pi'imary processing center, the alternate system continues operation with arestoration in service of less than 8 hours. The County's use of the system should be identical regardless of which location isprocessing the County's work.

WorkForce has crisis management, business continuity and disaster recovery plans which can be shared with the County,These plans outline how WorkForce will suppori the County's recovery at the alternate site. Such plans shell also include aminimum of annual testing.

The System provklss BB.S/o production availability. Recovery time objective ("RTO") and recovery point objechve ("RpQ") Incase the primary site becomes unavailable are specified above.

In the event RTO and RPO requirements are not met, a prorated credit of the monthly fees for any downtime above the RTQ orRPQ will be provided in the month such failures occur.

The location where the disaster recovery services will be performed will be one of WorkForce Software's data based in theUnited States of America. A disaster recovery event lasting more thari 72 hours may incur a daily service charge calculated as8 hours times the negotiated hourly rate in the PSA.

WorkForce Software shall perform, with the participation of County, one recovery rehearsal per year, with 90-day notice.County's participation is required for all recovery rehearsals. More than one disaster recovery rehearsal can be requested peryear at an additional fee.

County shall bs responsible for developing a business confinuity plan. County shall be responsible for developing a recoveryplan that integrates with WorkForce Software's disaster recovery model. The WoikForce RTO is 5 hours, so the county shouldhave a plan in place to cover those 5 hours. The only area where the County may have to participate in the recovery is if there isa site-to-site VPN between the County and WorkForce. In that case, the County would have to point the County side of the VPNto a different endpoint on the WorkForce side. WorkForce Software shall provide its disaster recovery model during theinstallation stage of the implementation.

Rev. 3.4-FInal Page 15

EMPCENTER MANAGED SERVICES

Attachment 1


workfRrce MAKINGWORK

SOFTWARE EASY

COUNTY OF COOK, ILLINOIS

Attachment 1 to Exhibit 4A - Managed

Services Support Plan

October 28, 2016

WorkForce Managed Services Support Plan

CONF IDENTIAL INFORMATION

This document contains confidential and proprietary information belonging to WorkForceSoftware, LLC (oWorkForce") and is intended only for the use of County of Cook, illinois. Anyreproduction of this document in whole or in part, or the divulgence of any of the informationcontained herein without the prior written consent of WorkForce is prohibited. Theinformation contained in this document is joint confidential information of WorkForce andCounty.

VERSION HISTORY+IIRttt-

October 28, 2016

~laeatast

Initial Version WorkForce Softw'are

WorkForce Software, LLC

38705 Seven Mlle Road

Suite 300

Livonia, Ml 48152

www.workforcesoftware.corn

infoCaworkforcesoftware,corn

1-877-4-WFO RCE

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1. Introduction....

2. Definitions.

3. Levels of Service ..4. Scope ..

5. Services Locations and Environments..

6. Roles and Responsibilities.

7. Acceptance Management.

8. Request Management Process..

9. Fees and Schedule..

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VlorkForce Managed Services Support Plan

1.IntroductionThe County of Cook, illinois, herein referred to as "County" has selected WorkForce Software, LLC,

authorized to do business in the State of illinois, herein referred to as eWorkForce", to provide a

Managed Services Support plan (eMSSpe) for the Online Service under the terms of the Contract and this

Exhibit for the MSSP Support Fees specified herein. The MSSP shall provide services in addition to the

obligations of WorkForce under the terms of the EmpCenter Support Plan. A modification of the terms

of this Exhibit shall not be considered a modification of the standard support obligations of WorkForce

under the Contract.

This Exhibit is attached to Exhibit 4A of the amended Contract No. 11-53-051,for Enterprise Time and

Attendance System Solution (the "Contract" ) by and between the County and WorkForce.

2. DefinitionsThis 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) "Contract" means Contract No. 11-53-051,for Enterprise Time and Attendance System Solution

by and between the County and WorkForce and any subsequent amendnients.

b) "Incremental Services" means Services requested by the County Sponsor in writing, not covered

under the MSSP and which are billed on a time and materials basis at WorkForce's Incremental

Services Rate set forth in Service Conditions below. The County Sponsor and WorkForce are

jointly responsibie for ensuring that requests are within the spend authorization of the contract

and its amendments. Such services are provided under the Contract.

c) "Managed Services Support" (eMSSe) means services offered by WorkForce which provides for

services deRned by the Scope section of this document, and within the skillsets of FTE capacity

assigned.

d) eEmpCenter Support plan" means Exhibit 4 as amended, EmpCenter Managed Services, of the

Contract.

e) "MSSpe means a service plan'offered by WorkForce for MSS, as detailed in the Scope section

below.

f) "MSSP Support Period" shall mean the period of time that the County is covered under an

MSSP.

g) "MSSP Support Fees" shall mean the fees for an MSSP.

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h) "Full-time Equivalent" (eFTE") shall mean a unit that indicates the combined workload ofdedicated resources. An FTE of 1.0 is equivalent to a full-time worker (estimated as 40 hours

per week for 32 weeks per Plan Year) excluding designated holidays. Holidays include theobserved holiday days of New Year's Day, Martin Luther King, Jr. Day, Memorial Day,

Independence Day, Labor Day, Thanksgiving Day, Day After Thanksgiving Day, Christmas Eve,

Christmas Day, New Year's Eve.

i) "Resource Capacity" shall mean the staffing level at which WorkForce provides Configuration

Management Services Support to the County. 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).

j) "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.

3.Leveis of Service

MSSP Service Oescriptions

Availability

Response Time

pl \s

Access to the Managed Service team Monday

~

through Friday, excluding holidays (eBusinessDays" ) between 8:00am and S:00 pm Eastern(eBusiness Hours" )

I".%~Response time is within 1 Business Hour fortickets submitted through the approvedprocess

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Authodized MSS Contacts

Request Management

Jg

beikxki'p

to six (6) County individuals authorized torequest and approve work performed underthe MSSP.

Requests will be submitted using WorkForce's

support system, currently Sales Force ServiceCloud.

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 the County 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 the County

up to the totalResource Capacity.

c) To avoid a disruption in the MSS, the County 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 Exhibit.,

e) All requests made of the MSSP Team will be delivered using the Request Management Process

defined in this document in Section 8. All completed requests provided by WorkForce to the

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

Acceptance Management Process defined in this document in Section 7.

f) All travel approved by the County will be invoiced monthly according to the terms and

conditions of the Contract in addition to the MSSP Support Fees payable under this Exhibit.

4.ScopeThis section details the complete scope of services to be provided by WorkForce resources under the

MSSP. Work requested by the County and performed by WorkForce resources that meets this Scope

definition is considered work performed under this Exhibit. Any work requested by the County that is

outside of the Scope can only be performed under the terms of this Exhibit through a corresponding

Change Order.

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Out of ScopeThe following activities are specifically excluded from the scope of this MSSP; this list is provided forclarity and is not all-inclusive of out-of-scope activities:

~ Any Individual request for Configuration Management Services that requires effort exceeding 1month of the Resource Capacity

~ Implementation of additional WorkForce product modules

~ Specialized skills that are not available among the dedicated WorkForce staff

~ Support is outside of Business Hours, except for work to support migration and work performed

outside of Business Hours at mutually agreed times.

Configuration Management Activities ScopeUpon request by the County, 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 reporting 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 ofCompliance shall not constitute legal advice or the provision of legal services.

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

Develop requirements and design documentation for approval and acceptance, offering

alternative solutions when applicable.

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 workforce management best practices and standards.

Partner with customer teams during configuration and testing in order to create a specialized

deployment plan.

Identify application or process changes that will improve efficiencies.

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~ Identify modifications needed in existing configuration to meeting changing customerrequirements.

~ Analyze gaps or conflicting requirements and provide guidance or solutions on how rules worktogether.

~ Serve as a subject matter expert to provide system recommendations or troubleshootingguidance.

~ Provide insight on Human Resources and compliance related interpretations and best practices.~ Create detailed work plans to identify and sequence activities needed to successfully co'mplete

requested work.

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 amore effective service.

~ Achieve consistent customer satisfaction rating and ensure timely responses to feedback onareas of improvement.

~ Ensure quality, timely and budgeted completion of deliverables.

~ Document standards and best practices for Design, Configuration and Testing. Documents will

be stored/provided on a SharePoint location provided by the County

Product Expertise

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

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

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

~ Performing configuration and scheduling tuning to improve the efficiency and reliability ofprogram and minimize ongoing maintenance requirements.

MSS Administration

~ Quarterly performance review/recommendations.

~ Creation of supplemental documentation regarding the system processes„configuration andsecurity.

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~ Monitoring, tracking, and reporting status.

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

~ Compiling and proactively managing issues lists.

5.Services Locations and EnvironmentsWorkForce resources will perform all services under this Exhibit remotely from the offices of WorkForce

Software, certified partners, remote employees, or onsite if requested by the County for mutually

agreeable dates and work and travel expenses approved in writing by County sponsor.

The services performed under this Exhibit will be performed on the systems identified in the Contract

provided by and hosted by WorkForce.

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6. Roles and Responsibilities

County Roles and Responsibilities

The County is solely responsible to ensure County Systems and data in County systems that provide

information to EmpCenter or receive information from EmpCenter operate properly. The support

provisions of this Exhibit do not apply to Related Systems or problems in the Online 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 prob'lerns in Related System it shall notify the County.

WorkForce may provide additional assistance with such issues, if approved by the County through the

MSSP.

The County is required to provide support to the WorkForce team in order for WorkForce to meet our

obligations under this Exhibit. The following resources/roles are required to be provided by the County.

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This'individual will champion MSS for the County and will have the ab!Ilty and

authority to deploy County resources (directly or indirectly) as necessary tofulfill County 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

Pm<~„ throughout the delivery of MSS and is expected to provide guidance and

o~>.",s:„."tel;~j@'uppart tO the WOrkFOrCe and COunty teamS.

This person has overall responsibility for service delivery for the County and

carries out the day-to-day assignment of duties to County 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 County Sponsors aware of the

decisions, commitments, and status of the service in a timely and efficient

manner.

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 deliverabies; provides the expertise necessary to create the

necessary test plans, and conducts testing, validation, and acceptance of any

changes to the Online Service. This role is also responsible for test plan

creation, development, execution and delivery to WorkForce Software, and

coordination and completion of testing activities.

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These individuals a'e responsible for addressing any issues related to County

owned and operated IT,systems that impact the Online Service. These

individuals are responsible for data, configuration, and system administration

activities of these systems. They administer and monitor EmpCenter on behalf

of the County 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.

Infrastructure Specialists - These individuals are the primary resources

representing County'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 County interfaces to the Online Service.

Creates and delivers end user training, creates internal marketing collateral,

and works to achieve ebuy-in" for the project among end users.v e r s

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WorkForce Roles and Responsibilities

WorkForce shall support the Online Service under the terms of the EmpCenter Support Plan however

any changes required to the configuration are maintained and supported through the terms of this

Exhibit. 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 Software and DCT Support Plan.

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

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Responsible and accountable for the execution of the work performed under

,r the MSSP.'rimary contact for all MSS activities, Coordinates and manages

the activities of the WorkForce MSS Team and measures, tracks, and evaluates

progress against plans.

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. The

impiementation Consultant tests the software configuration pdor to delivery,

"SjDefines and develops system interfaces to support integration with external

systems, provides technical assistance necessary throughout the assignments,

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Designs, configures and tests the application in accordance with the

documented requirements and provides configuration support.

Configures and test the WorkForce Data Collection Terminal in accordance

with the documented requirements.

Develops and tests customized reports and extends the analytics universe in

accordance with the documented requirements

Develops standard training materials based on requirements.

Provides guidance on compliance related functions and activities.

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7.Acceptance ManagementThis section defines the formal Acceptance process that will be followed throughout the service.

'cceptance of a work request by Cusbzmer indicates that WorkForce has provided the service according

to the accepted requirements and design documented by written approval of County Authorized MSS

contact.

Acceptance of services under this Exhibit are the responsibility of the County,'s Authorized MSS Contact.

'Coinpleted 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 calendar days of receipt of

the weekly Status Report. WorkForce will address all the deficiencies documented, or mutually agree

with Customer to alternative actions.

8.Request Management Process

Cl at

I:r~g,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.

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

Service.

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

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

S. The plan is provided for acceptance and priontization to the Authorized MSS Contact.

6. If approved, the configuration changes are scheduled to be worked based on the current

capacity of the team and County prioritization.

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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 the County 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 the County but can be provided

through the MSS WorkForce team upon request.

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

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

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

confirmation and acceptance.

15. Work effort is closed out.

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9.Fees and ScheduleThe MSSp and associated obligations identified herein commence on the December 31, 2016 and

terminate December 30, 2018, with an option to renew for one additional two-year period. The MSSF

Support Fees are invoiced prior to service delivery in two semi-annual payments as identified in the

table below and are due per the terms of the Contract. The County is committed to the initial two-year

period shown in the following table, with the option to renew for a second two-year period.

Initial Two-Year Period

Year M5SP Support Period

Year 5 December 31,2017- December 30, 2018

Annual Payment Due

FeeIill~t'III'III

I:$750,909 January 1, 2018

The County will be invoiced monthly in equal payments of 562,500 per month, with payment due on the

first day of the following month. WorkForce will provide a report of the work performed each month

under this MSSP.

Incremental Services Fees

The Annual Fee in the tables above include a base Resource Capacity of 2.0 FTE. This is the minimum

Resource Capacity for which the County is committed throughout the initial two-year period.

With a minimum sixty (60) day written notice, the County may increase or decrease the Resource

Capacity in increments of 0.25 FTE per-calendar quarter with a maximum increase or decrease 0.5 FTE

per quarter, provided that the County may never reduce below the base Resource Capacity of 2.0 FTE.

The quarterly fee for each increment of 0.25 FTE is $32,565. 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 the County provides notice to decrease the Resource Capacity.

Incremental Services may be requested by the County to address additional capacity or services not

accounted for in this Exhibit. These Incremental Services will be billed on a time and materials basis at

the contracted hourly rate.

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Contract No. 11-5St/51Vendor Name: WORKFORCE SOFTWARE, LLC

ATTACHMENT NO. 4:

ECONOMIC DISCLOSURE STATEMENT, IDENTIFICATION OF SUB-CONTRACTORS/ SUPPLIERS/SUB-

CONSULTANTS FORM AND MBE/WBE UTILIZATION PLAN

Rev 1/1/15

Cook CountyOffice of the Chief Procur'ament Officer

identification of Subcontractor/Supplier/Subconsultant Form

ocpo oNLY:A Disoussa~mron

Check Ccmctete

The Bidder/Prcpoesr/Respondent ("ths Contractor" ) will fully complete snd execute and submit an Identlitcatton ofSubtxtntractor/Suppfter/Subconsultant Form ("ISF")with each Bid, Request for Proposal, and Request forQualification. The Contractor must conqgete the ISF for each Subconlr'actor, Supplier or Subconsultant whichshall be used on the Contract. In the event that there are any changes in the utilization of Subcontractors,Suppliers or Subconsultants, the Contractor must file an updated ISF.

Bid/RFP/RFQ Noz 11-5S-051

Tolal Bid or Proposal Amount: 4S,S/11.AS,

R'ontractor:~S~Authorized Contact

for Contractor: Setwrett 7etttte

Email Address

(contractor): AutCs@/eeet}/stern~ eerre

Company Address

(Contractor): SS7d(5 Scree~~,Streye SCV

City, Stats and

'ip (Contractor}: Zdutres. M 41115Z'elephone and Fax

(Co'ntractor) 7S4-548-4/CE), Eslimsted Start andCompletion Dates

(Contractor) 12I131l/l6 - 1ZIS-/1$

Date 11/14/1tf

Subcontractor/Supplier/

Subconsultantto beadded or subsbtute:Authorized Conlact for

Subcontractor/Supplier/

SubconsultantEmail Addmss

(Subcontractor):

Company Address NAf(Subcontractor):

City, State and 2ip(Subcontractor):

Telephone and Fax(Subcontractor)Estimated Start and

Completion Dates

(Subcontmctor)

Contract Title: S~ 7drre atrtf AAet&cree

Note: Upon request, a copy of all written subcontractor agreements must be provided to the OCPO.

Descrlotion of Services or Suooges Total Price of Subcontract forServices or Suooges.

The subcontract documents will incorporate ail requirements of the Contract awarded to the Contractor as ap'phcable.The subcontract will in no way hinder the Subcontractor/Supplier/Subconsullant from mainbtining its progress on anyother contract on which it is either a Subcontractor/Supplier/Subconsultant or principal contractor. This disdcsure Ismade with the understanding,.that the Contractor ls not under any drcurnstances relieved of Its abllgss and

. obligations, snd is 'responsible for ths organization, performance, and quality ofwork. This form does not approveany proposed changes, revisions or modigcations to the contract approved IIIIBE/WBE Utilization Plan. Anychanges to the contract's approved IttBE/WBE/Utilization Plan must be submitted to the Oflice of theContract Compiisnce.

ContractorI

f PO(dl flit/" 4<EHOvkg

'rimeContractor Signature Dale

ggBE(WBE UTILIZATION PLAN - FORgg 1

BIDDER/PROPOSER HEREBY STATES that all MBE/WBE firms Induded In this Plan are certified MBEs/WBEs by at least ons cf the entities listed In ths Gens,alConditions-Sation tg.

BIDDER/PROPOSER MBBWBE STATUS: (chinfir the appropriate line)

Bidder/Proposer is a certified MBE or WBE firm. (If so, attach copy of current Letlsr of Certification)

Bidder/proposer is a Joint Venture and one or more Joint Venture partners are cenified MBEs or WBEs, (If so, attach copies ol Letlsr(h) MC rifi ti s of J 'I t V tu Agree

'I rl tlescribing ths role cf fim MBE/WBE firm(s) and its ownership interest in the Joint

online at www.cookcourfidl.cot/ccntractconmfiancs)

Joint Venture with MBE/WBE partners, bul will utilize MBE and WBE firms eitherso, complete Secbons ii below and the Leger(s) of Intent —Form 2).

Indirect Pargcipafion of MBBWBE Rnns

NOTEI.Whereachieve Direct

achieve Dawct

Participation b

pages, Bidder/Proposer shall include documentation outlining efforts tomun. Indirect Participation will only be considered after all efforts to-wrfitlen documentation of Good Faith Efforts is received will Indirect

ultants include the fogowirig

'ddress:

Emrsil:

Contact Penmn:

Dollar Amount Participation: $

Percent Amount cf Participation:

*Letter of intent agachsd? Yes"CurrsntLetterofCerfification attached? Yes

Phone: X

No

No

0/

MBE/WBE Flmc

Address:

E-mail;

Contact Person:

Dollar Amount Participation: $

Percent Amount of Participation:

Phone:

'Letter of Intent agached? Yes"Current Letter of Certification attached? Yes

Nc

Nc

Attach sdd/t/ona/sheets es needed.

*Letter(s) of Intent and current Letters of Certigcation must be submitted at the time of bid.

M/VVBE Utilization Plan - Form 1 Revised:01/29/2tr14

MBE/WBE LETTER OF INTENT - FORM 2

M/WBE Firm:

Contact Person:

Zip.

Fax:

Certifying Agency:

Certification Expiration Date:

Ethnicity:

Bid/Proposal/Contract M

FEIN ¹:

Participation:

Will Ihe M/WIBE firm

)No j jyss

The undersigned M

more space /s nssdsd

or senices of this cont/act to another firm?

sed Subcontractor(s):

wing Commodities/Services for the above named Project/ Contract: (/fd scope of work snd/or psymsni schedule, sl/sc/r sdd//iona/ sheets/

Indicate the Dollar Amount. Percentane. and the Terms of Pavment for e above4escribed Commodities/ Services:

THE UNDERSIGNED PARTIES AGREE that this Letter of Intent will become awork, conditioned upon (t) the Bidder/Proposer's receipt of a signed contract

Subcontractor remaining c'ompliant with all relevant credentials, codes, ordinances

County, and the State to participate as a MBE/WBE firm for the above work. Th

did not affix their signatures to this document until all areas under Description of SeN

Agreement for ths aboveof Cook; (2) Undersigned

uired by Contractor, Cookes do also certify that theyee/Cost were completed.

Signature (A//yyBE)

Print Name

Signature (Prime Bidder/Proposer)

Print Name

Firm Name Firm Name

Date

Subscribed and sworn before me

this day of

Nohuy Public

Date

Subsoitbsd and sworn before me

this day of

Notary Public

, 20

SEAL

M/WBE Utilization Plan - Form 2 Revised: 1/29/14

PETITE)N FOR REDUCTION/WAIVER OF MBE/WBE PARTICIPATION- FORM 3

A BIDDER/PROPOSER HEREBY REQUESTS:

FULL 55BEWAIVER X FULL WBE WAIVER

REDUCTION (PARTIAL MBE and/or WBE PARTICIPATION)

% of Reduction for MBE Participagon

% of Reduction for WBE Parlicipabon

B.REASON FOR FULUREDUCTION WAIVER REQUEST

Bidder/Proposer shall check each item applicable to ils reason for a waiver request. Addi5onagy, supporbngdocumentation shall be submitted with this request.

(1) Lack of sufgcient qualified MBEs and/or WBEs capable of providing ths goods or services required

by the contract. (Please explain)

(2) The specigcstions and necessary requirements for performing Ihe contract make it impossible oreconomically infeasible to divide the contract to enable the contrachr to utilize MBEs and/or WBEs in

accordance with the applicable participation. (Please explain)

(3) Pnce(s) quoted by potengal MBEs and/or WBEs are above compeRive levels and incmase cost ofdoing business and would make acceptance of such MBE and/or WBE bid economically impracdcatde,taking into consideration the percentage of total contract price represented by such MBE and/or WBEbid. (Please explain)

X (4) There am other relevant factors making it impossible or economically infeasible to uliTize MBE and/orWBE finns. (Please explain)

C. GOOD FAITH EFFORTS TO OBTAIN MBE/WBE PARTICIPATION

(1) Made limely written solicitabon to identiged MBEs and WBEs for ulyiza5on of goods and/or services;and pnnrided MBEs and WBEs with a timely opportunity to review and obtain rehvant specigcations,terms and conditions of the proposal to enable MBEs and WBEs to prepare sn informed response tosolicita5on. (Attach of copy written sollcgagons made)

X (2) Used the services and assishnce of the Office of Contract Compliance staff. (Please explain)

(3) Timely notiTied and used the services and aasisbmce of communily, minority snd women businessorganizations. (Attach of copy written aolMRRBons made)

(4) Followed up on initial solic5agon of MBEs and WBEs to determine if firms are intmested in doingbusiness. (Attach supporEng documentsBon)

(5) Engaged MBEs & WBEs hr direct/indirect padlcipation. (Please «xplaln)

D. OTHER RELEVANT INFORMATION

Attach any ogrer documentation relative to Good Faith Eiforls in complying with MBBWBE participation.

M/wex Reduction/waiver Request - Form 3 Revised: 01/29/14

PETITION FOR WAIVER OF MBE/WBE PARTICIPATION - FORM 9

(CONTINUED)

B.REASON FOR FUtk/REDUCllON WAIVER REQUEST

(4) WorkForce Software (WFS) is requesting a full waiver for the extension of our Professional ServicesAgreement for Enterprise Time and Attendance. This is the first of two (2) two-year extension pedods atthe County's option.

In addition to extending its current use of WFS Software-as-a-Service and timeclock rentals, the Countywishes WFS to perform additional services under the category of Application Support Managed Services,or AMS for short. SaaS services are proprietary in nature, provided exclusively by WFS and haveassociated SLAs. The timeclock rentals are an extension of rental period for devices that WFS has alreadypurchased and are already installed at the County.

Under AMS, WFS will perform ongoing modifications and enhancements to the County's configurationof the Time and Attendance system in order to keep up with the County's changing needs. This workrequires specialized expertise of the WorkForce Software product, including upcoming versions whichhave not yet been released. It also requires an understanding of workforce management best practicesand how to apply our product to them.

WFS has considered whether we could use MBE/WBE subcontractors to assist with some of this work.WFS has determined that this is not possible for,the following reasons:

~ The expertise required is highly specialized and is not available outside of our company.~ As part of our contract, WFS will be responsible to Cook County for achieving certain levels of

service (e.g.availability of resources, resource capacity, response time to County requires, timeto complete requested work). WFS needs to maintain a high level of control in order to achievethese levels of service.

~ Some of the work that WFS would perform for Cook County is in regard to compliance withlabor laws and/or union agreements. WFS will need to maintain a high level of quality andtimeliness for this work.

C. GOOD FAITH EFFORTS TO OBTAIN MBE/WBE PARTICIPATION

(2) WFS spoke with Jaqueline Gomez on 9/28/2016 to discuss the contract extension and explore waysthat we satisfy the County's MBE/WBE participation guidelines. Jackie provided several ideas which WFSexplored, including indirect participation.

WFS had a follow-up discussion with Jacqueline Gomez and Aleatha Easley on 10/19/2016 to explainwhat we had determined. WFS remains committed to working with MBE/WBE partners for both directwork with the County and Indirect work in other. situations. For example, NextGeneration Inc, (NGI) isone of our main MBE partners for work on the Cook County project. In addition to this direct activity, wecontinue to look for ways to work with NGI on projects for other prospective clients. NGI has gonethrough WFS implementation partner enablement training and we are currently engaged with NGI onseveral sales pursuits.

CONTRACT ¹: I 1-53-051

COOKCOUNTYECONOMIC DISCLOSURE STATEMENT

AND EXECUTION DOCUMENTINDEX

Section Description

Instructions for Completion of EDS

Pages

EDS i- ii

CertiTicaticns

Economic and Other Disclosures, Affidavit of Child

Support Obligtttions, Disclosure of Ownership Interestand Familial Relationship Disclosure Form

Cook County Affidavit for Wage Theft Ordinance

EDS 1-2

EDS 3-12

EDS 13-14

5

5

Contract and EDS Execution Page

Cook County Signature Page

EDS 16-17

EDS 18

CONTRACT II, 11 63 061

SECTION 1INSTRUCTIONS FOR COMPLETION OF

ECONOMIC DISCLOSURE STATEMENT AND EXECUTION DOCUMENT

This Economic Disclosure Statement and Execution Document ("EDS") is to be completed and executedby every Bidder on a County contract, every Proposer responding to a Request for Proposals, and everyRespondent responding to a Request for Qualifications, and others as required by the Chief ProcurementOfficer. The execution of the EDS shall serve as the execution of a contract awarded by the County. TheChief Procurement Officer reserves the right to request that the Bidder or Proposer, or Respondentprovide an updated EDS on an annual basis.

Definitions. Terms used in this EDS and not otherwise defined herein shall have the meanings given tosuch terms in the Instructions to Bidders, General Conditions, Request for Proposals, Request forQualifications, as applicable.

Affiliate means a person that directly. or indirectly through one or more intermediaries, Controls isControlled by, or is under common Control with the Person specified.

Applicant means a person who executes this EDS.

Bidder means any person who submits a Bid.

Code means the Code of Ordinances, Cook County, illinois available on rnunicode.corn.

Contract shall include any written document to make Procurements by or on behalf ofCook County.

Contractor or Contracting Party means a person that enters Into a Contract with theCounty,

Control means the unfettered authority to directly or indirectly manage governance,administration, work, and all other aspects of a business.

EDS means this complete Economic Disclosure Statement and Execution Document,including all sections listed in the Index and any attachments.

Joint Venture means an association of two or more Persons proposing to perform a for-profit business enterprise. Joint Ventures must have an agreement in writing specifyingthe terms and conditions of the relationship between the partners and their relationshipand respective responsibility for the Contract

Lobby or lobbying means to, for compensation, attempt to influence a County official orCounty employee with respect to any County matter.

Lobbyist means any person who lobbies.

Person or Persons means any individual, corporation, partnership, Joint Venture, trust,association, Limited Liability Company, sole proprietorship or other legal entity.

Prohibited Acts means any of the actions or occurrences which form the basis fordisqualification under the Code, or under the Certiflcatlons hereinafter set forth.

Proposal means a response to an RFP.

Proposer means a person submitting a Proposal.

Response means response to an RFQ.

Respondent means a person responding to an RFQ.

RFP means a Request for Proposals issued pursuant to this Procurement Code.

RFQ means a Requeet for Qualifications issued to obtain the qualifications of interested parties.

EDS-i

CONTRACT rk 11-53-051

INSTRUCTIONS FOR COMPLETION OFECONOMIC DISCLOSURE STATEMENT AND EXECUTION DOCUMENT

Section 1: Instructions. Section 1 sets forth the instructions for completing and executing this EDS,

Section 2: Csrtlflcations. Section 2 sets forth csrtTiications that are required for contracting parties underthe Code and other applicable laws. Execution of this EDS constitutes a warranty that all the statementsand certifications contained, and all the facts stated, in the Certifications are true, correct and complete asof the date of execution.

Section 3: Economic and Other Disclosures Statement. Section 3 is the County's required Economicand Other Disclosures Statement form. Execution of this EDS constitutes a warranty that all theinformation provided in the EDS is true, correct and complete as of the date of execution, and binds theApplicant to the warranties, representations, agreements and acknowledgements contained therein.

Required Updates. The Applicant is required to keep all information provided in this EDS current andaccurate. In the event of any change in the information provided, including but not limited to any changewhich would render Inaccurate or incomplete any certification or statement made In this EDS, theApplicant shall supplement this EDS up to the time the County takes action, by filing an amended EDS orsuch other documentation as is required.

Additional Information. The County's Governmental Ethics and Campaign Financing Ordinancesimpose certain duties and obligations on persons or entities seeking County contracts, work, business, ortransactions, and the Applicant is expected to comply fully with these ordinances, For further Information

please contact the Director of Ethics at (312) 6034304 (59 W. Washington St. Suite 3040, Chicago, iL50502) or visit the web-site at cookcountyll.gov/ethics-board-of.

Authorized Signers of Contract and EDS Execution Page. If the Applicant is a corporation, thepresident and Secretary must execute the EDS. In the event that this EDS is executed by someone otherthan the President, attach hereto a certified copy of that section of the Corporate By-Laws or otherauthorization by the Corporation, satisfactory to the County that permits the person to execute EDS forsaid corporation, If the corporation is not registered in the State of illinois, a copy of the Certificate ofGood Standing from the state of Incorporation must be submitted with this Signature Page.

If the Applicant is a partnership or joint venture, ail partners or joint venturers must execute the EDS,unless one partner or joint venture has been authorized to sign for the partnership or joint venture, in

which case, the partnership agreement, resolution or evidence of such authority satisfactory to the Officeof ths Chief Proourement Officer must be submitted with this Signature Page.

If the Applicant is a member-managed LLC all members must execute the EDS, unless otherwiseprovided in the operating agreement, resolution or other corporate documents. If the Applicant is amanager-managed LLC, the manager(s) must execute the EDS. The Applicant must attach either acertiTred copy of the operating agreement, resolution or other authodzation, satisfactory to the County,demonstrating such person has the authority to execute the EDS on behalf of the LLC. If the LLC is notregistered in the State of illinois, a copy of a current Certificate of Good Standing from the state ofIncorporation must be submitted with this Signature Page.

If the Applicant is a Sole Proprietorship, the sole proprietor must execute the EDS.

A "Partnership" "Joint Venture" or "Sole Proprietorship'perating under an Assumed Name must beregistered with the Illinois county in which it is located, as provided in 805 ILCS 405 (2012), anddocumentation evidencing registration must be submitted with the EDS.

Effective October 1, 2015 all foreign corporations and LLCs must be registered with the illinois

Secretary of State's Office unless a statutory exemption applies to the applicant. Applicants who areexempt from registering must provide a written statement explaining why they are exempt fromregistering as a foreign entity with the Illinois Secretary of State's Offfce.

Eosa

CONTRACT B: 11-53-051

SECTION 2

CERTIFICATIONS

THE FOLI OWING CERTIFICATIONS ARE MADE PURSUANT TO STATE LAW AND THE CODE. THE APPLICANT IS CAUTIONEDTO CAREFULLY READ THESE CERTIFICATIONS PRIOR TO SIGNING THE SIGNATURE PAGE. SIGNING THE SIGNATUREPAGE SHALL CONSTITUTE A WARRANTY BY THE APPLICANT THAT ALL THE STATEMENTS, CERTIFICATiONS ANDINFORMATION SET FORTH WITHIN THESE CERTIFICATIONS ARE TRUE, COMPI.ETE AND CORRECT AS OF THE DATE THFSIGNATURE PAGE IS SIGNED, THE APPLICANT IS NOTIFIED THAT IF THE COUNTY LEARNS THAT ANY OF THEFOLLOWING CERTIFICATIONS WERE FALSELY MADE, THAT ANY CONTRACT ENTERED INTO WITH THE APPLICANT SHALI.BE SUBJECT TO TERMINATION.

A. PERSONS AND ENTITIES SUBJECT TO DISQUALIFICATION

No person or business entity shall be awarded a contract or sub-contract, for a period of five (5) years from the date ofconviction or entry of a plea or admission of guilt, civil or criminal, if that person or business engty:

1) Has been convicted of an act committed, within the State of lilinois, of bribery or attempting to bribe an officer oremployee of a unit of state, federal or local government or school district In the State of illinois in that officer's oremployee's official capacity;

2) Has been convicted by federal, state or local government of an act of bid-rigging or attempting to rig bids as definedin the Sherman Anti-Trust Act and Clayton Act. Act 15 U.S.C. Section 1 et ssqu

3)

4)

5)

6)

Has been convicted of bid-rigging or attempting to rig bids under the laws of federal, state or local government;

Has been convicted of an act committed, within the State, of price-fixing or attempting to fix prices as defined by theSherman Anti Trust Act and the Clayton Act. 15 U S.C. Section 1, ef seqq

Has been convicted of price-fixing or attempting to fix prices under ths laws the State;

Has been convicted of defrauding or attempting to defraud any unit of state or local government or school districtwithin the Stats of illinois;

7) Has made an admission of guilt of such conduct as set forth in subsections (1) through (6) above which admission isa matter of record, whether or not such person or business entity was subject to prosecution for the offense oroffense admitted to; or

8) Has entered a plea of nolo contendere to charge of bribery, price-fixing, bid-rigging, or fraud, as set forth in sub-paragraphs (1)through (6) above.

In the case of bribery or attempting to bribe, a business erNty may not be awarded a contract if an official, agent or employeeof such business entity committed the Prohibited Act on behalf of the business entity and pursuant to ths direction orauthorizstlon of an officer, director or other responsible oflicial of the business entity, snd such Prohibited Act occurred withinthree years prior to the sward of the contract. In addition, a business entity shall be disqualified If sn owner, partner orshareholder controlling, directly or indirectly, 209'0 or mom of the business entity, or an offrcsr of the business entity hasperformed any Prohibited Act within five years priior to the sward of the Contract.

THE APPLICANT HEREBY CERTIFIES THAT: The Applicant has read the provisions of Section A, Persons and EntitiesSubject to Disqualificafion, that the Applicant has not committed any Prohibited Act set forth in Section A, snd that award ofthe Contract to the Applicant would not violate the provisions of such Section or of ths Code.

B. BID4tIGGING OR BID ROTATING

THE APPLICANT HEREBY CERTIFIES THAT: In accordance willi 720 ILCS 5/33 E-ff, neither the Applicant nor anyAiffifsfed Entity is barred from sward of this Contract as a result of a conviction for the violation of State laws prohibiting bid-rigging or bid rolaling.

C. DRUG FREE WORKPLACE ACT

THE APPLICANT HEREBY CERTIFIES THAT: The Applicant will provide s drug free workplace, as required by (30 ILCS 580/3).

EOS-1

CONTRACT fk 11-53-051

D. DELINQUENCY IN PAYMENT OF TAXES

THE APPLICANT HEREBY CERTIFIES THAT: The Applicant is not an owner or a party responsible for the payment of anytax or fee administered by Cook County, such as bar award of a contract or subcontract pursuant to the Cods, Cliapter 34Section 34-171,

E. HUMAN RIGHTS ORDINANCE

No person who is a party to a contract with Cook County ("County" ) shall engage in unlawful discrimination or sexual harassmentagainst any individual in the terms or conditions of employment, credit, public accommodations, housing, or provision of CountyfaciliTies, services or programs (Code Chapter 42, Section 42-30 et seq.).

F. ILLINOIS HUMAN RIGHTS ACT

THE APPLICANT HEREBY CERTIFIES THAT: It is in comPliance with the Illinois Human Rights Act (775 ILCS 5r2-105), anrtagrees to abide by lhe mquirements of the Act as part ofits contractual obligafions,

INSPECTOR GENERAL (COOK COUNTY CODE, CHAPTER 34, SECTION 34-174 and Section 34-250)

Ths Applicant hss not willfully failed to cooperate in an investigation by the Cook Courity Independent Inspector General or toreport to ths Independent Inspector General any and all information concerning conduct which they know to involve corrupfion, orother criminal activity, by another county employee or otficiat, which concerns his or her office of employment or County relatedtransaction.

H.

The Applicant has reported directly and without any undue delay any suspected or known fraudulent activity in the County'sProcurement process to the Office of the Cook County Inspector General.

CAMPAIGN CONTRIBUTIONS (COOK COUNTY CODE, CHAPTER 2, SECTION 2-585)

THE APPLICANT CERllFIES THAT: lt has read and shall comply with the Cook County's Ordinance concerning campaigncontributions, which. is codified at Chapter 2, Division 2, Subdivision 0, Section 585, and can be read in its entiretyat www.municode.corn.

GIFT BAN, (COOK COUNTY CODE, CHAPTER 2, SECTION 2.574)

THE APPLICANT CERTIFIES THAT: It has read and shall comply with the Cook County's Ordinance concerning receiving andsoliciting gifts and favors, which is codified at Chapter 2, Division 2, Subdivision II, Section 574, and can be read in its entiretyat www.municode.corn,

UVING WAGE ORDINANCE PREFERENCE (COOK COUNTY CODE, CHAPTER 34, SECTION 34-100;

Unless expressly waived by the Cook County Board of Commissioners, the Code requires that a living wage must be paid toindividuals employed by s Contractor which has a County Contract and by ail subcontractors of such Contractor under a County

Contract, throughout the duration of such County Contract. The amount of such living wage is annually by the Chief Financial

Otlicer of the County, and shall be posted on the Chief Procurement Officefs website.

The term "Contract" as used in Section 4, I, of this EDS, specifically excludes contracts with the following:

1) Not-For Profit Onisnizatlons (defined as a corporafion having tax exempt status under Section 501(C)(3)of the United

State Internal Revenue Code and recognized under the illinois State not-for -profit law);

2) Community Development Block Grants;

3) Cook County Works Department

4) Sheriffs Work Alternative Program; and

5) Deparbnent of Correction inmates,

ED0-2

CONTRACT¹: 11 53 051

SECTION 3

REQUIRED D(BCLOSURES

1. DISCLOSURE OF LOBBYIST CONTACTS

List all persons that have made lobbying contacts on your behalf with respect to this contract:

NameTheodore Brunsvold

Sarah Sheehan

Address

500 N. Dearborn Street ¹1030, Chicago, IL 60610

500 N. Dearborn Street ¹1030, Chicago, IL 60610

2. LOCAL BUSINESS PREFERENCE STATEMENT (CODE, CHAPTER 34, SECTION 34-230)

Local lruslnsss means a Person, including 0 foreign corporation authorized to transact business In Illinois, having a bona fide

establishment located within the County at which it is transacting business on the date when s Bid is submitted to the County, and

which employs the majority of ils regular, full-time work force within the County. A Joint Venture shall constitute a Local Business if oneor more Persons that qualify as a "Local Business" hold interests totafing over 50 percent in the Joint Venture, even if the Joint Venture

does not, at the time of the Bid submittal, have such a bona fide establishment within the County.

a) ls

Applicants�

"Local Business" as defined above)

Yes: No: X

b) If yes, list business addresses within Cook County:

c) Does Applicant employ the majority of its regular full-time workforce wilhin Cook Countyl

Yes: No: g3. THE CHILD SUPPORT ENFORCEMENT ORDINANCE (CODE, CHAPTER 34, SECTION 34-172)

Every Appficant for a County Privfiege shall be in ful! compliance vifih any child support order before such Applicant is sntified to receive or

renew a County Privilege. When delinquent child support exishr, the County shall not issue or renew sny County Privilege, and may

revoke sny County Privilege.

Ail Appll~ am required I review the Cook County Afrl~ of Child Su pp rt Obligations ad shed to this EDS (EDS+) and

complete the Affidavit, based on the instrucaons in the Affidavit

ED$3

CONTRACTS: 11 53 Q5$

4. REAL ESTATE OWNERSHIP DISCLOSURES.

The Applicant must indicate by checking the appropriate provision below and providing all required information that either:

e) The following is a complete list of sll real estate owned by the Applicant in Cook County:

PERMANENT INDEX NUMBER(S):

(ATTACH SHEET IF NECESSARY TO LIST ADDITIONAL INDEXNUMBERS)

OR:

b) JZ The Applicant owns no real estate in Gook County,

6. EXCEPTIONS TO CERTIFICATIONS OR DISCLOSURES.

If the Applicant is unable to csrgfy to any of the Gertifications or any other statements contained in this EDS and not explained elsewhere in

this EDS, the Applicant must explain below:

lf the letters, "NA", the word "None" or "No Response" appears above, or if the space is left blank, it will be conclusively presumed that theApplicant certified to all Gertifications and other statements contained in this EDS.

CONTRACT fk 11 53.051

COOK COUNTY DISCLOSURE OF OWNERSHIP INTEREST STATEIIENT

The cook county code of ordinances (I[2-610 et seq.) requires that any APPlicant for any county Action must disclose information

concerning ownership interests in ths Applicant. This Disclosure of Ownership Interest Statement must be completed with allinformation current as of the date this Statement Is signed. Furthermore, this Statement must be kept current, by filing an amendedStatement, until such time as the County Board or County Agency shall take action on the application. The information coritained in

Statement will be maintained in a database and made available for public viewing.

8 you are asked to list names, but there are no applicable names to list, you must state NONE. An incomplete Statement will bereturned and any action regarding this contract will be delayed. A failure to fully comply with the ordinance may result in the actiontaken by the County Board or County Agency being voided.

"App//cant" means any Entity or person making an application to the County for any County Action.

"Coun/y Ac//on" means any action by a County Agency,' County Department, or the County Board regarding an ordinance orordinance amendment, a County Board approval, or other County agency approval, with respect to contracts, leases, or sale orpurchase of real estate.

"person" "Entity'r "Legs/ Entity means a sole proprietorship, corporation, partnership, association, business trust, estate, two ormore persons having a joint or common Interest, trustee of a land trust, other commercial or legal entity or any bsnehciary orbeneficiaries thereof.

This Disclosure of Ownership Inlerest Statement must be submitted by:

1 An Applicant for County Action and

2. A person that holds stock or a beneficial interest in ths Applicant goo[ is listed on ths Applicant's Statement (a "Holder") must file aStatement snd complete ¹1 only under Ownership Interest Declaragon.

please print or type responses clearly and legibly. Add additional pages if needed, being careful to identify each portion of the form towhich each additional page refers.

This Statement is being made by the [g]Applicant or [ ] Stodd Beneficial Interest Holder

This Statement ls an:

Identifying Information:

Name WorkForce Software, LLC

[ ]OdiginalStatementor [ g ] Amended Statement

S~ate: Mi

Fax Number:

D/B/A:

St,sst Addresik 38705 Seven Mile Rd., Suite 300

City Livonia

Phone No.:

FEIN No. 45 386-2733

Zip Code: 48152

Email:

Cook County Business Registration Number;

(Sole Propristor, Joint Venture Partnership)

Corporate File Number (if applicable): asdfasdfas

Form of Legal Entity:

Sole Proprietor Q Partnership Corporation Trustee of Land Trust

Business Trust Q Estate Association

Other (describe) imited LiabilitY Company

Joint Venture

EDSa

CONTRACT ¹: 11-53-051

Ownership Interest Declarafion:

List the name(s), address, and Percent ownershiP of each Person having a legal or beneficial interest (including ownershiP) ofmore than five percent (5%) in the Appficant/Holder.

Name

)/I/orkForce Software Holdings, LLC

Address Percentage Interest In

Applicant/Holder

38705 Seven Mile Rd., Suite 300, Uvonia Ml 48152 100%

If the interest of any Person listed in (1)above is held as an agent or agents, or s nominee or nominees, list the name andaddress of the principal on whose behalf the interest is held.

Name of Agent/Nominee Name of Principal Principal's Address

3. ls the Applicant constructively controlled by another person or Legal Enhty? . [ ) Yes [ g ] No

If yes, state the name, address and percentage of beneficial interest of such person, and the relationship under which suchcontrol is being or may be exercised.

Name Percentage ofBenegciai Interest

Relationship

Corporate Officers, Iiembers and Partners Information:

For all corporations, list the names, addresses, and terms for all corporate officers. For all limited liability companies, list the names,aiidresses for all members. For all psrtnerships and joint ventures, list the names, addresses, for each partner or Joint venture,

Name Address

Michael Morini 38705 Seven Mile Rd. Suite 300

Robert Feller 38705 Seven Mlle Rd. Suite 300

Christopher Hsrter 38705 Severt Mile Rd. Suite 300

Title (specify title ofOflice, or whether manageror partner/joint venture)

President

CFO and Treasurer

Secretary

Term of Office

10/06/2015-present

06/19/2015-present

06/19/2015-present

Declaration (check the applicable box):

I state under oath that ths Applicant has withheld no disclosure as to ownership interest In the Applicant nor reservedany information, data or plan ss to the Imsridsd use or purpose for which the Applicant seeks County Board or other County

Agency action.

I slate under oath that the Holder has withheld no disclosure as to ownership Interest nor reserved any information required toGbe disdosed.

CONTRACT ¹'11-53-Q51

Subscribed to and sworn before methis 27 day of 10 2018.

COOK COUNTY DISCLOSURE OF OWNERSHIP INTEREST STATEMENT SIGNATURE PAGE

Robert Feller CFO and TreasurerName of Authorized Applicant/Holder Representative (please print or type) Title

10/27/2016Signature Date

[email protected] 734-542-4100E-mail address Phone Numb.;

JOLANTA NEBIIANISNOTAIIY PUBLIC .STATE OF MICNIQAN

My comm)saic n expires: COUNTY OF WAYNE

My Commission Expires Ffov. 12, 2021

p~gNotary Public Signature Notary Seal

EDS-8

CONTRACT ¹:14-53.053

COOK COUNTY BOARD OF ETHICS69 W. WASHINGTON STREET, SUITE 3040

CHICAGO, ILLINOIS 60602312/603-4304 Office 312/603-9988 Fax

FAMILIAL RELATIONSHIP DISCLOSURE PROVISION

Nenotism Disclosure Renuirementi

Doing a significant amount of business with the County requires that you disclose to the Board of Ethics the existence of any familialrelationships with any County employee or any person holding elective office in the State of Illinois, the County, or in anymunicipality within the County. The Ethics Ordinance defines a significant amount of business for the purpose of this disclosurerequirement as more than $25,000 in aggregate County leases, contracts, purchases or sales in any calendar year.

If you are unsure of whether the business you do with the County or a County agency will cmss this threshold, err on the side ofcaution by completing the attached familial disclosure form because, among other potential penalties, any person found guilty offailing to make a required disclosure or knowingly filing a false, misleading, or incomplete disclosure will be prohibited from doingany business with the County for a period of three years. The required disclosure should be filed with the Board of Ethics by JanuaryI of each calendar year in which you are doing business with the County and again with each bid/pmposal/quotation to do businesswith Cook County. The Board ofEthics may assess a late filing fee of $100 per day after an initial 30-day grace period,

The person that is doing business with the County must disclose his or her familial relationships. If the person on the County lease orcontract or purchasing from or selling to the County is a business entity, then the business entity must disclose the familialrelationships of the individuals who are and, during the year prior to doing business with the County, were:

~ its board of directors,~ its otlicers,~ its employees or independent contractors responsible for the general administration of the entity,~ its agents authorized to execute documents on behalf of the entity, and~ its employees who directly engage or engaged in doing work with the County on behalf of the entity.

Do not hesitate to contact the Board of Ethics at (312) 603-4304 for assistance in determining the scope of any required familialrelationship disclosure.

Additional Definitions:

"Familial relationship" means a person who is a spouse, domestic partner or civil union partner of a County employee or State,County or municipal official, or any person who is related to such an employee or oAicial, whether by blood, marriage or adoption, asa:

OperantO Child

O Brother

Q SisterQAuntO Uncle

O NieceONephew

O GrandparentO GrandchildO Fstherin-IawO Mother in-law

O Sotrin-IawDaughter. in-law

O Bmtherin-IawD Sister-in-law

D Stepfather

D Stepmother

D Stepson

D Stepdaughter

C3 Stepbrother

C3 Stepsister

D Halfbrother

CI Halfsister

EDs-a

CONTRACT ¹:11-53c051

COOK COUNTY BOARD OF ETHICSFAMILIAL RELATIONSHIP DISCLOSURE FORM

PERSON DOING OR SEEKING TO DO BUSINESS WITH THK COUNTY

Name of Person Doing Business with the County: WorkForce Scttware, LI C

Address ofPerson Doing Business with the County; 38705 Seven Mile Rd. Suite 300, Livonia Mi 48152

Phone number ofPerson Doing Business with the County: 734-542-4100

Email address ofPerson Doing Business with the County:

If Person Doing Business with the County is a Business Entity, provide the name, title and contact information for theindividual completing this disclosure on behalf of the Person Doing Business with the County:Robert Feller, CFD and Treasurer, 734-5424100

B. DESCRIPTION OF BUSINESS WITH THE COUNTYAppend additional pages as needed and for each County lease, contract, purchase or sale sought and/or obtainedduring the calendar year of this disclosure (or the proceeding calendar yrar ifdisclosure is made on January /),identify.

The lease number, contract number, purchase order number, request for proposal number and/or request for qualificationnumber associated with the business you are doing or seeking to do with the County:

Conlrad 11-53-051

The aggregate dollar value of the business you are doing or seeking to do with the County: $ 413 css 1» 44

The name, title and contact information for the County official(s) or employee(s) involved in negotiating the business you aredoing or seeking to do with the County:

The name, title and contact information for the County official(s) or employee(s) involved in managing the business you aredoing or seeking to do with the County:

C, DISCLOSURE OF FAMILIAL RELATIONSHIPS WITH COUNTY EMPLOYEES OR STATE. COUNTY ORMUNICIPAL ELECTED OFFICIALS

Check the box that applies and provide related information where needed

The Person Doing Business with the County is an individual and there is no familial relationship between this individualand any Cook County employee or any person holding elective office in the State of Illinois, Cook County, or. anymunicipality within Cook County.

The Person Doing Business with the County is a business entity and there is no familial relationship between any member'of this business entity's board of directors, officers, persons responsible for general administration of the business entity,agents authorized to execute documents on behalf of the business entity or employees directly engaged in contractual workwith the County on behalf of the business entity, and any Cook County employee or any person holding elective office in theState of IUinois, Cook County, or any municipality within Cook County.

LDS-10

CONTRACT ¹'1 53 051

COOK COUNTY BOARD OF ETHICSFAMILIAL RELATIONSHIP DISCLOSURE FORM

Ci The Person Doing Business with the County is an individual and there is a familial relationship between this individualand at least one Cook County employee and/or a person or persons holding elective office in the State of Illinois, CookCounty, and/or any municipality within Cook County. The familial relationships are as follows:

Name of Individual DoingBusiness with the County

Name of Related County Title and Position of RelatedEmployee or State, County or County Employee or State, CountyMunicipal Elected OQicial or Municipal Elected Oflicial

Nature of FamilialRelationship

Ifmore space is needed, attach an addi(tonal sheet following the above format.

The Person Doing Business with the County is a business entity and there is a familial relationship between at least onemember of this business entity's board ofdirectors, officers, persons responsible for general administration of the businessentity, agents authorized to execute documents on behalf of the business entity and/or employees directly engaged incontractual work with the County on behalf of the business entity, on the one hand, and at least one Cook County employeeand/or a person holding elective office in the State of Illinois, Cook County, and/or any municipality within Cook County, onthe other. The familial relationships are as follows:

Name of Member ofBoardof Director for BusinessEntity Doing Business with

the County

Name of Related County Title and Position of RelatedEmployee or State, County or County Employee or State, CountyMunicipal Elected OAicial or Municipal Elected OAicial

Nature ofFamilialRelationship

Name ofOflice for Business Name of Related County Title and Position of RelatedEntity Doing Business with Employee or State, County or County Employee or State, Countythe County Municipal Elected Official or Municipal Elected 06ictal

Nature of FamilialRelationship

EDS-11

CONTRACT ¹'1 SS 051

Name of Person Responsiblefor the GeneralAdministration of theBusiness Entity DoingBusiness with the County

Name of Related County Title and Position of RelatedEmployee or State, County or County Employee or Snue, CountyMunicipal Elected Ofiicial or Municipal Elected Official

Nature ofFamilialRelationship

Name of Agent Authorizedto Execute Documents forBusiness Entity DoingBusiness with the County

Name ofRelated County Title and Position of Related Nature ofFamilialEmployee or State, County or County Employee or State, County RelationshipMunicipal Elected Otficiat or Municipal Elected Otlicial

Name of Employee ofBusiness Entity DirectlyEngaged in Doing Businesswith the County

Name ofRelated County Title and Position of Related Natum ofFamilialEmployee or State, County or County Employee or State, County RelationshipMunicipal Elected OAiciat or Municipal Elected Olficial

Ifmore space is needed, attach an additional sheet following the above format.

VERIFICATION: To the best of my knowledge, the information I have provided on this disclosure form is accurate and complete. Iacknowledge that an inaocurate or incomplete disclosure is punishable by law, including but not limited to fines and debarment.

to/27/201eSignature ofRecipient Date

SUBMIT COMPLETED FORM TO. Cook County Board ofEthics69 West Washington Street, Suite 3040, Chicago, Illinois 60602Office (312) 603-4304 —Fax (312) 603-9988CookCounty.Ethics@cookcountyiLgov

Spouse, domestic pmsner, civil union partner or parent, child, sibling, aunt, uncle, niece, nephew, grandparent or grandchildby blood, marriage (/.e. in laws and step relations) or adoption.

EDS-t2

CONTRACT ¹: 11-53-Q51

SECTION 4

COOK CORI'Y AFFIDAVIT FOR WAGE THEFT ORDINANCE

Effective May 1, 201 5, every person, inc/udino subsrard/e/ Owners, seeking 4 Contract wah Cook County must comply with ths Cook County Wage TheROrdinance sst forth In Chapter 34, Article IV, Section 179. Arly Person/Substantial Owner, who falls to comply with Cook County Wage Theft Ordinance,may request that the Chief Procurement Ofpcer grant s reduction or waiver in accordance with Section 34-179(d).

"Contrac!" means any written document to make Procurements by or on behaff of Cook County.

"Person" means any individual, corporation, partnership, Joint Venture, trust, association, limited liability company, sole proprietorship or other legal entity.

"procureinen'eans obtaining supplies, equlpmenl, goods, or services of any kind.

"Substent/al Owner" means any person cr persons who own or hold a twenty-five percent (25%) or more percentage of Interest in any business entityseeking s County Privilege, including those shareholders, general or limited partners, benelideries snd prindipals; except where a business entity is anindividual or sole proprietorship, Substantial Owner means that individual or sole proprietor.

AR Persons/Substantial Owners are required to complete this affidavit and comply with the Cook County Wage Theft Ordinance before any Contract isawarded. Signature of this form constitutes s certification the information provided below is correct snd complete, and that the individual(s) signing this formhss/have personal knowlsdce of such information.

I. Contract Information:

Contract ¹ 11-53-051

County Using Agency (requesting Procurement): Y

II. Person/Substantial Owner Information:

person (corporate Entity game> WOI kFOroa SOftWara, LLC

Substantial Owner Complete Name:

FEIN¹ 45-386-2733

Date of Birth: E-mail address:

S~ree~Addm~. 38705 SeVen Mile Rd. Suite 300

Livonia st,t,i M

Home Phone: (734) 542 4)00

III. Compliance with Wage Laws:

zip: 48152

Within the past tive years has the Person/Substangal Owner, in any judicial or administrative proceeding, been convicted of, entered aplea, made an admission of guilt or liability, or had an administrative finding made for committing a repeated or willful violation of any ofthe following laws:

No ii/inois Wage Psymsni and Co//ec//on Act, 820 ILCS 115/1 et seq.,

No Ii/inois Minimum Wage Acf, 820 ILCS 105/1 ei seq.,

No I//inois Worker Adjustment snd Retraining Notification Acf, 820 ILCS 65/1 ef seq.,

No Emp/oyas C/assificadon Acf, 820 ILCS 185/1 ef aeq.,

No Fair Labor S/andsrds Acf of 1938, 29 U.S.C. 201, ei seq.,

No Any comparable state statute or regu/aiion of any state, which governs the payment of wages

If the Person/Substantial Owner answered "Yes" to any of the questions above, it is ineligible to enter into s Contract with CookCounty, but can request a reduction or waiver under Section IV.

EDS-13

CONTRACT ¹: 11-53-951

IV. Request for Waiver or Reduction

If PersoniSubstantial Owner answered fyes" to any of the questions above, it may request a reduction or waiver inaccordance with Section 34-179(d), provided that the request for reduction of waiver ls made on the basis of one or more ofthe following actions that have taken place:

No There hss been s bona fide change in ownership or Control of the ineligible Person or Substantial Owner

No Disciplinary action has been taken against the individual(s) responsible for the acts giving rise to the violation

No Remedial action has been taken to prevent s recurrence of the acts giving ries to the disquailficalion cr default

No Other factors that the Person or Substantial Owner believe are relevant.

Ths Person/Substantial Owner must submit documentation lo suoocrt the basis of its recusst for s reduction or waiver. The ChiefProcursmsnl Officer reserves the richl to make additional inoui rise snd rsouest additional documentation.

V.

Sobs ri

XNotary Public Signature M

Not~e above information is subject fo verification prior to thi

AffirmationThe Person/Substantial Owner affirms that all statements contained in the Aflidavit are true, accurate and complete.

Dalai 1 0/27/201 6

Name of person signing (print)i RObert Feller Title CFO and Treasurer

f Ibis 27th day oi October 3916

EDS-14

CONTRACT¹: 1) 53 051

SECTION 5

CONTRACT AND EDS EXECUTION PAGEPLEASE EXECUTE THREE ORIGINAL COPIES

The Applicant hereby certifies and warrants that all of the statements, certifications and representations set forth in this EDS are true,complete and correct; that the Applicant is in full compliance and will continue to be in compliance throughout the term of the Contract orCounty Privilege issued to the Applicant with all the policies and requirements set forlh in this EDS; and that all facts and informationprovided by the Applicant in this EDS are true, complete and correct. The Applicant agrees to inform the Chief Procurement Office inwriting if any of such statements, certifications, representations, facts or information becomes or is found to be untrue, incomplete orincorrect during the term of the Contract or County Privilege,

Execution by Corporation

Corporation's Name President's Printed Name and Signature

Telephone Email

Secretaty Signature Date

WorkForce Software, LLCLLC Name

1 0/27/2016Date

Execution by LLC

'ltkfnber/Manager Printed Name and Signature

Robert Feller, 734-542-4100, bfellertiworkforcesoftware.corn

Telephone and Email

Execution by Partnership/Joint Venture

PartnershipIJoint Venture Name *PartneriJoint Venturer Printed Name and Signature

Date Telephone and Email

Execution by Sole Proprietorship

Printed Name and Signature Date

Telephone Email

Subscribed and sworn to before me this27 day of October 20 15

No ry ublic Signature

My commission expires:

11/12/2021Notary Seal

EDS-17

WRITTEN CONSENT

OF THE SOLE MEMBER OF

WORKFORCE SOFTWARE, LLC

August 16,2016

THE UNDERSIGNED, being the sole member (the "Sole Member*') of WORKFORCESOFTWARE, LLC, a limited liability company organized and existing under the laws of theState of Delaware (the "Comnanv"), does hereby consent, pursuant to Section 18-404(d) of theDelaware Limited Liability Company Act (the "Act"), to the adoption of the resolutions set forthherein and that such action be taken without a meeting pursuant to the Act.

WHEREAS, pursuant to Section 7 of the Forth Amended and Restated OperatingAgreement of the Company, dated June 8, 2016 (the "Oneratinlt Asreement"), the business andaffairs of the Company shall be managed under the direction of the Sole Member;

WHEREAS, the Sole Member has determined that it is advisable and in the bestinterest of the Company to provided signing authority for corporate documents and the ability tobind the company to formal agreements to Mike Morini, CEO, Bob Feller, CFO, and ChristopherHerter, Secretary;

WHEREAS, the Sole Member has determined that it is advisable and in the bestinterest of the Company to provide signing authority, limited to Requests for Proposals ("RFPs")to the Company Controller and to any Vice President of the Company;

RESOLVED, that, effective immediately, each Michael Morini, Robert Feller and

Christopher Herter be, and hereby is, authorized to enter into agreements on behalf of the Companyand to bind the company thereto; and be it further

RESOLVED, that effectively immediately, the Company Controller and any VicePresident of the Company shall have the authority to sign RFPs on behalf of the Company.

RESOLVED, that this written consent may be executed in one or morecounterparts, each ofwhich shall constitute an original and all of which, when taken together,shall constitute one instrument and that any party receiving an executed copy, facsimile or otherelectronic transmission (such as .pdf) of these resolutions may rely hereon,

(signature page follows'

IN WITNESS WHEREOF, the undersigned has executed this written consent asof the date first above written.

WORK ORCE SOFTWARE HOLDINGS, LI C

Name; Michael MoriniTitle: Chief Executive Officer

[Signature page to Written Content of ttrorkForce Sojtware, Lt Cj

~4»W

Apostille(Convention de Ia HaZe du 5 Octcbre 1961)

I. Country: United States of America

This public document:

2. has been signed by Jeffrey W. Bullock

3. acting in the capacity of Secretary Of State Of Delaware

4. bears the seal/stamp of Office Of Secretary Of State

Certified

5, at Dover, Delaware

6. fifth day of October, A,D. 2016

g. by Secretary of State, Delaware Department of State

ikLkk4a8. No.203114995 'k

9. Seal/Stamp>

»

yrTWWL~

10. Signature:

vn%@Wa n r», s»»»~n»»»

DelawareThe First State

Page 1

I, JEFFREY W'. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWAREr DO HEREBY CERTIFY WORHFORCE SOFTWAREr LLC ZS DULY

FORNED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS ZN GOOD

STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS

OFFZCE SHOW, AS OF THW FZFTH DAY OF OCTOBER, A.D. 2026,

~gLkkAai

5069411 8300

SRff 20166075926 1lyou may verify this certificate online at corp~dela re.gov/authver.shtml

Jmreiw. avrvvh alctel>o v ave 7

Authentication: 203114975

Date: 10-05-16