HomeMy WebLinkAboutC20-424 Ultimate Software2019
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UltiPro Perception Supplement to
The Ultimate Software Group, Inc.
SaaS Agreement
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This UltiPro Perception Supplement (hereafter “Supplement”) dated as of November 18th, 2020 (“Effective Date”),
by and between UKG Inc. (f/k/a The Ultimate Software Group, Inc.) (hereafter “Ultimate Software”) and Eagle County
(hereafter “Customer”).
Whereas, Ultimate Software and Customer entered into The Ultimate Software Group, Inc. SaaS Agreement with
an effective date of March 27, 2018 (hereafter “SaaS Agreement”), along with various addenda, supplements, amendments,
etc. to same (hereinafter collectively referred to as the “Agreement”);
Whereas, Customer desires to purchase UltiPro Perception from Ultimate Software in accordance with the terms
and conditions set forth and agreed to below.
Now Therefore, the Parties agree to supplement the Agreement as follows:
(1)UltiPro Perception Functionality:
UltiPro Perception for Employee Surveys, a complete employee engagement Software-as-a-Service
solution with surveys, analytics, and manager dashboards. Includes gathering, processing and storage of
data. Unlimited Surveys.
UltiPro Perception for Employee Analytics, a powerful data analytics Software-as-a-Service that can
analyze multiple forms of employee data, such as enterprise social network and performance reviews.
Includes gathering, processing and storage of data. Unlimited data analytics.
UltiPro Perception use sophisticated natural language processing and machine learning to understand
unstructured as well as structured data, including sentiment, themes, topics, and employee net promoter
score.
Up to 5 administration users
Unlimited users to author Employee Surveys
(2)Pricing Schedule:
Current number of Compensated Employees: 500
A.Subscription Fee
$2.25 per Compensated Employee per month
The Subscription Fee above is part of the Subscription Offering and is quoted on a Per Employee Per
Month (herein referred to as “PEPM”) basis. The computed monthly subscription amount (number of
Compensated Employees multiplied by the Subscription Fee) may increase or decrease if the number of
Compensated Employees increases or decreases but in no event, shall the monthly Subscription Fees be
calculated on less than 425 Compensated Employees.
In addition, after the Initial Term of this Supplement, Ultimate Software may increase the fees herein
pursuant to the increase provision as set forth in the Agreement.
B.UltiPro Launch Fee
UltiPro Launch Fee - $5,000.00 flat fee (not including travel and expenses)
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C20-424
2019
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UltiPro Launch shall be provided to Customer for only the services as set forth in the UltiPro Launch
Overview–UltiPro Perception document which is made a part hereof and incorporated by reference as
Exhibit A.
Services outside of the scope of the UltiPro Launch Overview – UltiPro Perception document shall be
provided for a flat fee that shall be quoted to Customer. Said services will not be provided without a work
order executed by both parties.
In addition, Customer shall be invoiced an additional UltiPro Launch fee at the rate of $10.00 per
Compensated Employee, for each Compensated Employee in existence as of the UltiPro Perception Live
Date that exceeds 110% of the current number of Compensated Employees as set forth in Section (1)
above. For clarification purposes, this additional UltiPro Launch fee if applicable shall only be charged to
Customer as of the “UltiPro Perception Live Date” (defined as the date the UltiPro Perception application
has been made available for Customer’s use) and Customer shall not be charged for any additional UltiPro
Launch fees subsequent to that date.
(3) Payment Terms:
A. Subscription Fee
The Subscription Fee is due quarterly and invoiced 30 days in advance of the quarter. The amount due on
the earlier of the UltiPro Perception Live Date or February 1, 2021 is payment for the first quarter
commencing on the earlier of the UltiPro Perception Live Date or February 1, 2021. $2,868.75
B. UltiPro Launch Fee
This fee shall be due on the Effective Date of this Supplement. $5,000.00
(4) Term and Termination:
The term of this Supplement will commence on the Effective Date of this Supplement and shall be
coterminous with the Agreement. Either party shall have the right to terminate this Supplement upon thirty
(30) days prior written notice upon any breach hereof by the other party, provided the party in breach shall
not have cured such breach during such thirty (30) day period. Upon termination of this Supplement, all
rights granted to Customer will terminate and revert to Ultimate Software.
(5) Confidential Information:
Notwithstanding anything to the contrary, Ultimate Software reserves the right to have Customer’s
Confidential Information processed, managed, and/or stored with third parties in connection with providing
the UltiPro Perception services.
(6) Aggregation of Customer Data.
Notwithstanding anything contained in the Agreement to the contrary, Customer hereby grants to Ultimate
Software a worldwide, royalty-free, non-exclusive license to collect, store, and use that Customer Data
utilized in connection with the UltiPro Perception Services, solely for the purposes of fulfilling Ultimate
Software’s obligations in accordance with the terms and provisions of the Agreement. Customer further
grants Ultimate Software a non-exclusive, perpetual, irrevocable license to use in any manner any non-
identifiable aggregate data compiled by Ultimate Software for purposes of Ultimate Software maintenance,
improvement to, and operation of the UltiPro Perception Services. Ultimate Software may not use that
Customer Data utilized in connection with the UltiPro Perception Services for any other purpose without
Customer’s prior express written consent. As between Ultimate Software and Customer, Customer
exclusively own all rights, title and interest in and to all of that Customer Data utilized in connection with the
UltiPro Perception Services (other than words or phrases in common use that are not otherwise protected
by applicable laws), and Ultimate Software exclusively own all rights, title and interest in and to the UltiPro
Perception Services and the technology and intellectual property used by Ultimate Software in Providing
the UltiPro Perception Services.
(7) Customer grants to Ultimate Software the right to sub-license to third parties (currently, Mercer (US) Inc.)
the Customer Data, which includes the employee survey responses in a de-identified form for the purposes
of improvements to the questions sets and bench marking data.
(8) WITH REGARD TO ULTIPRO PERCEPTION SERVICES, ULTIMATE SOFTWARE DISCLAIMS
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ALL WARRANTIES AND RESPONSIBILITY FOR THIRD PARTY SOFTWARE WHICH SHALL BE THE
SOLE OBLIGATION OF THE PROVIDER OF THE THIRD PARTY SOFTWARE.
(9) All other terms and conditions of the Agreement are reaffirmed and remain unchanged by this Supplement.
In the event of a conflict between the terms of this Supplement and the Agreement, the terms of this
Supplement will govern.
(10) The parties agree that any signature (including but not limited to any electronic symbol attached to, or
associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or
accept such contract or record) hereto shall have the same legal validity and enforceability as a manually
executed signature to the fullest extent permitted by applicable law, and the parties hereby waive any
objection to the contrary. This Supplement may be executed in any number of counterparts, each of which
when executed and delivered shall constitute a duplicate original of this Supplement but all counterparts
together, shall constitute one and the same instrument. Each counterpart may be executed by electronic
signature or manual signature. Delivery of an executed counterpart of this Supplement by telecopier or
facsimile transmission or other electronic means shall be effective as delivery of a manually executed
counterpart of this Supplement.
IN WITNESS WHEREOF, the Parties have hereto by their duly authorized representatives executed this
Supplement.
Eagle County UKG Inc.
By: \s1\ By: \s3\
Name: \n1\ Name: \n3\
Title: \t1\ Title: \t3\
Date: \d1\ Date: \d3\
EAG1004
DocuSign Envelope ID: 8061FD08-B18D-486E-BF1C-7B5E066F3263
12/1/2020
VP of Contracts Administration
Maria Tako
County Manager
Jeff Shroll
12/1/2020
2019
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EXHIBIT A
UltiPro Launch Overview – UltiPro Perception
Ultimate Software’s UltiPro Launch methodology provides proven and repeatable processes that enable project teams to
measure progress and results and offers a solid knowledge transfer from Ultimate Software to the Customer. It is
supported with standard tools, templates and proven training paths that deliver a successful launch of the UltiPro Software
(“Launch” or “UltiPro Launch”). Ultimate Software partners with the Customer throughout the UltiPro Launch process
performing tasks such as a business requirements analysis through discovery workshops, system configuration, data
conversion, interface development, testing cycles, production support, and project management.
With UltiPro Launch, Ultimate Software uses its proven methodology to provide training and services to deploy the UltiPro
Software. UltiPro Launch will be delivered as described in this document.
UltiPro Launch of UltiPro Perception includes:
● UltiPro Perception orientation
● Review of objectives and requirements and desired survey approach
● Review of best practice recommendations
● Tailored launch plan
● Setup and configuration of features/functionality for UltiPro Perception.
● Guidance for the initial survey planning and execution
● Assistance initial survey design, customizing survey templates and reports
● Assistance analyzing standard reports and interpreting initial survey results.
● Review employee communication and standard templates
● Review meetings at 60- and 90-day checkpoints.
● Customer training – as described in the Agreement – to allow knowledge transfer and maximize the value of the
UltiPro Software.
Roles and Responsibilities:
UltiPro Launch assumes Customer participation throughout the process as defined in the Roles and Responsibilities and
Project Team Composition sections of this document. Ultimate Software and Customer’s roles and responsibilities are
defined below.
Please note that Ultimate Software provides training services during each phase of UltiPro Launch as needed. Customer
is expected to attend appropriate training during the UltiPro Launch process. To maximize the value of the UltiPro
Software, standard training services are included throughout the life of the UltiPro Software solution.
Ultimate Software Responsibilities
Project Management
● Provide project management services including, but not limited to, providing a framework for project planning,
communications, reporting procedural and contractual activity.
● Manage the project tasks, Ultimate Software project resources, budget, and deliverables.
● Create status reports and facilitate status calls.
● Resolve project issues.
● Provide Customer communications and general project-related management activities.
Plan and Discover Phases
● Provide access to UltiPro Perception.
● Facilitate the kick-off meeting and analysis meetings and provide the Customer with a project plan with the
summary of the analysis.
● Assist in defining necessary customer resources and a training plan as part of the project plan.
Build Phase
● Share configuration responsibilities with Customer.
Test Phase
● Perform pilot testing with Customer.
Deploy Phase
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● Provide administrator user support for the first production use of UltiPro Perception.
● Provide post-live support for transition to Ultimate Software’s customer support team.
● Perform project wrap-up activities, including, closing open issues.
Customer Responsibilities
Project Management
● Manage the project: scope, resources, budget, deliverables, and milestones.
● Coordinate all Customer deliverables to ensure they are being met per the project timeline.
● Create, manage, and deploy all roll-out activities (change management) to managers and employees.
Plan and Discover Phases
● Gather requirements for surveys, including objectives, timing, historical survey processes, reporting
structures needed and data access guidelines.
● Engage in recommended training.
● Attend and participate in the kick-off meeting and analysis meetings.
● Define the expected solution business processes.
● Facilitate rapid review, feedback, and signoff on all project documentation.
Build Phase
● Share configuration responsibilities with Ultimate Software.
Test Phase
● Perform pilot testing with Ultimate Software.
Deploy Phase
● Assure that adequate training has been completed before the start of production operations.
● Share project wrap-up activities, including reviewing and finalizing the open issues list.
Project Team Composition:
Resource allocation and commitment are key drivers for a successful UltiPro Launch. Anticipated resources for this
project are listed below.
Ultimate Software Resources – The Ultimate Software project team is comprised of experienced industry experts
specializing in specific areas of UltiPro Launch. The team roles and key responsibilities are listed below:
Project Manager – The project manager is responsible for managing all aspects of the project as it pertains to resources,
costs, timeline, and project success. His or her involvement varies from project to project based upon the customer
requirements and complexities. The analysis process and project plan will define the level of effort for this resource on the
project. This shared resource works primarily remotely.
UltiPro Perception System Consultant – The system consultant is the primary Ultimate Software representative
assigned to Customer’s project to assist with the UltiPro Launch of UltiPro Perception. His or her involvement varies from
project to project based upon the Customer requirements and complexities. The analysis process and project plan will
define the level of effort for this resource on the project.
Customer Resources – Average Resource Allocation for Typical Project*
Executive Sponsor – The executive sponsor provides executive-level support to the project team. His or her primary
responsibility is to ensure that the needs of the project team are well represented and met by the steering committee. This
role has minimal involvement in the project.
Project Manager – The project manager channels the team’s activities toward application configuration and executing the
project. He or she also is responsible for internal project communications. This role has heavy involvement throughout the
project.
Human Resources Specialist (Subject Matter Expert (SME)) – The HR specialist is the customer’s primary HR
representative and designated decision maker in the area of talent management (survey). This role has medium
involvement during most of the project, with peak involvement at the beginning of the project and then at the end during
end-user training and go-live.
System Administrator – The system administrator is the Customer’s primary resource for system configuration, system
knowledge, and application security. This role has medium to heavy involvement throughout the project.
*These are best practice recommendations. Resource allocation may vary based upon project timeline and complexity
UltiPro Launch Guidelines/Assumptions:
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● Customer will exercise services within the defined services period. The typical UltiPro Launch for UltiPro Perception is
one (1) month. UltiPro Launch of UltiPro Perception shall expire three (3) months after the Effective Date of this
Supplement. If additional services are required, they will be contracted separately.
● Customer will complete tasks as indicated in the roles and responsibilities of this document and as assigned in the
final project plan by mutually agreed upon due dates.
DocuSign Envelope ID: 8061FD08-B18D-486E-BF1C-7B5E066F3263
