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SABA CLOUD
SUBSCRIPTION SERVICES AGREEMENT
This Saba Cloud Subscription Services Agreement ("Agreement"),
between the Saba entity identified on the Order(s) and County of
Fresno on behalf of its Department of Social Services ("Customer''), a
political subdivision of the State of California having a principal mailing
address at P.O. Box 1912, Fresno, CA, 93718-1912, effective on the
date of last signature hereon ("Effective Date"), sets forth the terms
and conditions under which the parties agree that Customer may,
pursuant to one or more separately executed Orders, subscribe to use
Saba's proprietary Subscription Services listed on the relevant
Order(s).
1. Definitions.
Acceptable Use Policy means Saba's acceptable use policy in effect
for the particular Service that Customer has ordered, as available on
the Policies and Entitlements Page. Content means Customer's
content and data used with Saba's products and services stored in
Saba's online environment. Initial Subscription Term means the first
term for which Saba will provide the Subscription Services to
Customer, as indicated on an Order. Order means a Saba sales order
executed by Saba and Customer that is made pursuant to this
Agreement. Policies and Entitlements Page means the page on
Saba's website that contains the policies and provisions applicable to
the Services, as referenced in this Agreement, at
http://www.saba.com/services/policies-and-entitlements/. Renewal
Subscription Term means any Subscription Services term following
the Initial Subscription Term, as specified in Section 2.5. Saba
Technology means Saba's proprietary technology and intellectual
property (whether owned by Saba or licensed to Saba from a third
party), including, without limitation, the Services, software, user
interface designs, architecture, class libraries, Saba's third parties'
content, documentation, network designs, know-how, and trade
secrets, together with any modifications or derivatives of any of the
foregoing. Subscription Services means the online, standard Web-
based application services made generally available by Saba on a
subscription basis and identified on an Order. Service(s) means the
Subscription Services or any other services identified on an Order.
Subscription Term means, as applicable, the Initial Subscription
Term, or any Renewal Subscription Term. Users means, except as
otherwise defined in the applicable Order, individuals with a profile and
credentials to log on to the Subscription Services. The maximum
number of Users of the Services is as set forth in the applicable Order.
Users may only be Customer's employees and independent
contractors, and may only use the Services in connection with
Customer's products or services.
2. Delivery of Subscription Services.
2.1 Subscription Services. Saba will provide Customer the
Subscription Services set forth on each Order, and hereby grants
Customer the right to use the Subscription Services in accordance with
the terms of this Agreement. Customer may view important
information concerning the rights and restrictions associated with each
Subscription Services Order on the Policies and Entitlements Page.
2.2 Support. The support policy(ies) for the relevant Subscription
Services are available on the Policies and Entitlements Page. Saba
maintains self-service, password-protected support websites, which
are available 24x7. Each site contains updated customer support
information, including the customer support policy. Saba Customer
Support is provided in English only. Customer Support hours, support
telephone numbers, scheduled maintenance windows, and other
provisions regarding support of the Subscription Services are posted
on the support website and/or in the relevant Support Policy. Saba
may change its scheduled maintenance periods, by providing 30-day
advance email notification. If necessary but unscheduled maintenance
is required, Saba will use reasonable efforts to issue a timely email
warning.
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2.3 Monitoring. Saba or its subcontractors will monitor the
Subscription Services, on a 7 x 24 x 365 basis, for correct operation,
capacity and performance. The status of the Subscription Services is
monitored by agents polling at regular intervals on the Saba servers. If
an error condition is detected by one of these agents, an alarm is
generated. If these monitoring agents do not receive a response, or if
utilization exceeds pre-defined thresholds, an alarm is generated.
When an alarm is received and verified, Saba will endeavor to correct
any failures and restore normal operation of the Subscription Services.
2.4 Privacy and Security. Saba is committed to protecting the
personal information that Saba receives from Customer. As further
described in Saba's Privacy Information Security and Disaster
Recovery/Business Continuity Policies (each as available on the
Policies and Entitlements Page), Saba will take appropriate and
commercially reasonable technical and organizational measures to
protect Customer's information against unauthorized access,
accidental loss or damage and unauthorized destruction. The security
provided by Saba shall be in accordance with good industry practices
and includes the following elements: (a) each dataset resides in an
independent space that is protected from other customers; (b) security
hardened operating system, and (c) secure building infrastructure
including 24x7x365 security guards, security zones, and multi-level
access. Notwithstanding anything to the contrary in the Saba Privacy
Policy, Saba shall not be allowed to provide Personal Information to
third parties for the purpose of marketing and/or promotion.
2.5 Term. The Initial Subscription Term for the Subscription Services
is one (1) year. The Subscription Services will renew automatically for
two (2) additional twelve (12) month periods, unless Customer notifies
Saba in writing at least thirty (30) days prior to the end of the then-
current Subscription Term that Customer has elected to discontinue
such Subscription Services.
2.6 Other Services. Saba may provide related Services (including
consulting and training Services) under the terms of this Agreement, as
agreed to in writing by the parties and specified on one or more
separately executed Orders made subject to this Agreement. Any
deliverables provided by Saba in connection with such Services shall
only be used in connection with Customer's authorized use of the
Subscription Services. Unless otherwise expressly agreed in writing
by the parties, such Services shall be provided on a time and materials
basis at the daily rates specified in the Order.
2.7 Follow-on Pricing. Rates specified in the initial Order and the
initial Statement of Work shall be honored for the first three years
under this Agreement.
3. Intellectual Property. Except for the rights expressly granted
herein: (i) this Agreement does not grant to Saba any rights in
Customer's Content, and all right, title and interest in and to Content will
remain solely with Customer; and (ii) this Agreement does not grant
Customer any rights in any Saba Technology, or any other Services
delivered to Customer by Saba under this Agreement or any Order, and
all right, title and interest in and to Saba Technology and the Services
will remain solely with Saba. Saba and Customer each agree not to
derive, or attempt to derive, directly or indirectly, source code or other
trade secrets from the other party, except and only to the extent
expressly permitted by, and in accordance with, applicable law.
Customer hereby grants to Saba the right to use the Content, solely as
reasonably necessary to provide the Services. If Customer provides
Saba with any suggestions, enhancement requests, recommendations
or other feedback regarding the Services, Customer also grants to
Saba a perpetual, irrevocable, worldwide, royalty-free, fully paid up,
transferable and sub-licensable license to use and to incorporate
Customer's feedback into the Services.
4. Saba Representations and Warranties.
4.1 Saba Representations and Warranties. Saba represents and
warrants that (i) it has the legal right and authority to enter into this
Agreement and perform its obligations hereunder, (ii) the performance
of its obligations and delivery of the Services to Customer will not
violate any applicable laws or regulations, or cause a breach of any of
Saba's agreements with any third parties; (iii) the Subscription
Services will conform in all material respects with Saba's standard end
user documentation for such Subscription Services; (iv) Saba will make
commercially reasonable efforts to prevent the transmission of any
virus, worm, Trojan horse, time bomb, or other malicious or harmful
code by the Subscription Services; and (v) Saba complies with the EU
Safe Harbor framework as set forth by the United States Department of
Commerce regarding the collection, use, and retention of data. In the
event of a breach of the warranties set forth in this Section 4.1,
Customer's sole and exclusive remedy will be that Saba shall, upon
receipt of written notice of breach, make diligent efforts to modify the
Services to be compliant with the warranties set forth in this Section
4.1, and if Saba does not do so within a reasonable period of time,
Customer will be entitled to terminate this Agreement pursuant to
Section 10.3.
4.2 Service Level Warranty.
(a) "Available" or "Availability" shall mean that the Subscription
Services are responsive and available for use at the URL
specified by Saba. Availability is measured 24x7, on a calendar
monthly basis. Unavailability does not mean an inability to
connect to the Subscription Services due to (i) a failure between
Customer's computer(s) and the Internet; (ii) factors outside of
Saba's reasonable control; (iii) Customer's action or inaction, or
any action or inaction of Customer's Users; or (iv) scheduled
maintenance periods and necessary but unscheduled
maintenance of which Customer has reasonable notice.
(b) "Category 1" shall mean that the Subscription Services are not
Available (i.e. a "system down" support issue).
(c) "Category 2" shall mean that an entire application module (as
defined in the standard end user documentation for the
Subscription Services) of the Subscription Services is
inaccessible or unusable.
(d) "Report" shall mean submitting Customer's issue via the
electronic interface to Saba's support tracking system, or in a
telephonic conversation with a Saba support representative
during a time period when support is available to Customer,
based on the edition of the Subscription Services that Customer
has purchased
(e) "Resolve" or "Resolution" shall mean that Saba has tested the
affected module(s), and has notified Customer electronically or
telephonically that the module is accessible and usable.
(f) "Respond" or "Response" shall mean an electronic or telephonic
notification to Customer, confirming that Saba has logged
Customer's issue in Saba's support tracking system.
(g) "Service Credif' shall mean a credit calculated as specified in
Section 4.2.2 below. A Service Credit shall be issued by
discounting Customer's next payment for the Subscription
Services by the amount of the Service Credit.
4.2.1 Service Level Agreement. Saba warrants that support for
the Subscription Services shall be provided consistent with the
following Service Level Agreement ("SLA"):
4.2.1.1 Availability SLA. Saba's target is 100% Availability of the
Subscription Services. If Customer experiences a Category 1 issue or
issues resulting in less than 99.5% Availability, Customer is eligible for
a Service Credit as set forth in Section 4.2.2.1.
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4.2.1.2 Response and Resolution SLA. For all Category 2 issues,
Saba commits to Respond to the issue within one (1) hour, and to
Resolve the issue within twenty-four (24) hours. If Saba does not
Respond to and/or Resolve a Category 2 issue within the defined time
interval, Customer is eligible for a Service Credit as set forth in Section
4.2.2.2.
4.2.2 Service Credits.
4.2.2.1 Category 1 I Unavailability. In the event Customer
experiences less than 99.5% Availability in one calendar month,
Customer may request a Service Credit from Saba. The amount of the
Service Credit shall be calculated by multiplying Customer's monthly
Subscription Services fees for said Subscription Services for the
calendar month in which the Service Credit was incurred, by the
percentage shown in the table below that corresponds to the actual
Availability of said Subscription Services during that month.
Availability
Percentage Percentage Credit
99% or over, but 25% below99.5%
95% or over but 50% below99%
Below95% 100%
4.2.2.2 Category 2. In the event that Customer reports a Category 2
issue, and Saba does not Respond within the defined Response time,
Customer may request a Service Credit from Saba. The Service
Credit shall be calculated by multiplying Customer's monthly
Subscription Services fees for the affected Subscription Services for
the calendar month in which the Service Credit was incurred by three
percent (3%). Customer may request an additional 3% Service Credit
for each additional, consecutive 24-hour period during which Saba
does not Respond to Customer. In the event that Customer reports a
Category 2 issue, and Saba does not Resolve the issue within the
defined Resolution time, Customer may request a Service Credit from
Saba. The Service Credit shall be calculated by multiplying
Customer's monthly Subscription Services fees for the affected
Subscription Services for the calendar month in which the Service
Credit was incurred by three percent (3%). Customer may request an
additional 3% Service Credit for each additional, consecutive 24-hour
period during which Saba does not Resolve the issue.
4.2.2.3 This Service Level Warranty applies only to Customer's
production environment of the Subscription Services, and not to any
development, staging, testing, QA or other non-production
environment. Response and Resolution shall be measured from the
time stamp recorded in Saba's support tracking system at the time that
the issue is submitted electronically by Customer (or, if Customer
contacts Saba telephonically, the time at which Saba creates the case
describing the issue in the system). Response and Resolution times
are calculated only during time periods when support is available to
Customer, based on the edition of the Subscription Services that
Customer has purchased. Time periods during which Saba is awaiting
a response or information requested from Customer shall not be
counted in Resolution time calculations. Customer may specify the
category associated with an issue when Customer reports the issue,
but Saba may change the category after investigation of the issue. The
Service Level Warranty applies to the Subscription Services and all
published Saba APls, but not to any customization, developed
applications or extensions.
4.2.3 Customer Must Request Service Credit. If Customer
believes Customer is eligible for a Service Credit for any given
calendar month, or has a right to terminate as described in Section
4.2.5, Customer must notify Saba in writing within 20 business days
from the end of the month in order to receive a Service Credit or
exercise Customer's right of termination.
4.2.4 Maximum Service Credit. Customer's aggregate Service
Credits in any single calendar month may not exceed Customer's
monthly Subscription Services fees for the calendar month in which the
Service Credit(s) were incurred.
4.2.5 Termination Option for Chronic Problems. If, in each of three
(3) consecutive months, Customer experiences less than 99.5%
Availability, and/or Customer accrues Service Credits for Category 2
issues totaling twenty-five percent (25%) or more of Customer's
monthly Subscription Service fees for each of the three (3) months, this
Agreement may be terminated without penalty. Such termination will
be effective thirty (30) days after receipt of written notice of termination.
Upon termination, Saba will refund any subscription fees pre-paid by
Customer, pro-rated for the remainder of Customer's Subscription
Term after the effective date of termination.
This Section 4.2 states Customer's sole and exclusive remedy for any
failure by Saba to make the Services available.
4.3 No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET
FORTH IN THIS SECTION 4, THE SERVICES ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT
CUSTOMER'S OWN RISK. SABA DOES NOT MAKE, AND HEREBY DISCLAIMS,
ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. SABA DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
4.4 Disclaimer of Actions Caused by and/or Under the Control of
Third Parties. SABA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA
TO OR FROM SABA'S NETWORK AND OTHER PORTIONS OF THE INTERNET.
SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET
SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES,
ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT
CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF).
AL THOUGH SABA WILL USE COMMERCIALLY REASONABLE EFFORTS TO
REMEDY AND AVOID SUCH EVENTS, SABA CANNOT GUARANTEE THAT SUCH
EVENTS WILL NOT OCCUR. ACCORDINGLY, SABA DISCLAIMS ANY AND ALL
LIABILITY RES UL TING FROM OR RELATED TO SUCH EVENTS.
5. Customer's Obligations.
5.1 Customer's Representations and Warranties. Customer
represents and warrants that (i) Customer has the legal right and
authority, and will continue to own or maintain the legal right and
authority, during the term of this Agreement, to place and use any
Content as contemplated under this Agreement; and (ii) Customer's
performance of Customer's obligations, and all use of the Services by
Customer and Customer's Users, will not violate any applicable laws,
regulations, or the prohibitions in Sections 5.2 and 5.4, or cause a
breach of any of Customer's agreements with any third parties or
unreasonably interfere with other Saba customers' use of Saba
services.
5.2 Compliance with Laws and Regulations. Customer agrees (i) to
use the Services only for lawful purposes and in accordance with this
Agreement; (ii) to comply with all then-current export and import laws
and regulations of the United States and such other governments as
are applicable to any software, application services or Saba
Technology that Customer may receive from Saba; and (iii) not to,
directly or indirectly, export, re-export, or transship such software,
application services or Saba Technology, or related information,
media, or products in violation of any applicable laws and regulations.
5.3 Content. Customer acknowledges that Customer is responsible
for all Content, and that Saba exercises no control whatsoever over the
content of the information passing through Customer's site(s ), and that
it is Customer's sole responsibility to ensure that the information that
Customer and Customer's Users transmit and receive complies with all
applicable laws and regulations, including without limitation all legal
requirements regarding privacy, security, and the collection, use,
transmission and retention of data within or between any jurisdiction(s).
For the avoidance of doubt, Customer has the right to retrieve
Customer's Content at any time during any Subscription Term (or
following termination of this Agreement, pursuant to the provisions of
Section 10.5(a)).
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5.4 Prohibited Activities. The Subscription Services are subject to the
Acceptable Use Policy. Customer will not, and will not permit
Customer's Users to, engage in any activity prohibited by the
Acceptable Use Policy ("Prohibited Activities"). If Customer becomes
aware of any Prohibited Activities or breach of the Acceptable Use
Policy, Customer will notify Saba and remedy the situation
immediately, including, if necessary, limiting, suspending or terminating
any relevant User's access to the Subscription Services. In the event
of a breach or suspected breach of the Acceptable Use Policy, Saba
reserves the right to suspend Customer's Services, if reasonably
necessary to prevent harm to Saba, Customer, other customers,
and/or Saba's partners, vendors and suppliers with such notice as may
be reasonable in the context of the prospective harm.
5.5 Restricted Use. Except as expressly permitted on an Order,
Customer may not sell, rent or lease the Services provided hereunder
to others, in any way whatsoever, including without limitation, using the
Services for the purpose of operating a service bureau or application
service provider, or other revenue generating activities.
6. Fee and Payment Terms.
6.1 Fees and Payment. Customer will pay to Saba the fees and
charges set forth on the Orders. Except as otherwise expressly stated
in an Order, all amounts are due within 30 days of Customer's receipt
of Saba's invoice. Any payment by credit card requires Saba's pre-
approval and is payable upon signature of the Order. Except as
otherwise expressly set forth herein, all payments are non-refundable.
6.2 Late Payments. Any late payment will accrue interest at a rate of
one and one-half percent (1 Y.%) per month, or the highest rate
allowed by applicable law, whichever is lower.
6.3 Taxes. Customer asserts it is exempt from all state and local
taxes and shall provide, upon request, documentation supporting its
tax-exempt status. If it is determined that Customer is not exempt from
any applicable taxes, levies, duties or withholdings, Customer will
reimburse Saba for all sales, use, excise, value-added tax (VAT),
goods and services tax (GST), or other taxes, levies, duties or
withholdings Saba is required to collect or remit to applicable tax
authorities (except for any taxes based on Saba's net income). If
Customer is required by any applicable law to deduct or withhold
amounts otherwise payable to Saba hereunder, Customer will pay the
required amount to the relevant governmental authority, provide Saba
with an official receipt or certified copy or other documentation
acceptable to Saba evidencing the payment, and pay to Saba, in
addition to the payment to which Saba is otherwise entitled under this
Agreement, such additional amount as is necessary to ensure that the
net amount actually received by Saba free and clear of all taxes equals
the full amount Saba would have received had no such deduction or
withholding been required.
7. Limitations of Liability.
7.1 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL EITHER
PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY TYPE OF
INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS,
REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS
OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER
ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE.
7.2 SABA'S ENTIRE LIABILITY TO CUSTOMER WHETHER IN CONTRACT,
TORT, OR OTHERWISE, RELATING TO THE SERVICES, ANY PRODUCT, OR
THIS AGREEMENT, SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT
ACTUALLY PAID BY CUSTOMER FOR THE SERVICES DURING THE TWELVE
(12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Duty to Defend.
8.1 Saba shall defend or settle, at its expense, any claim or action
("Claim") against Customer that (a) the Subscription Services, as made
available by Saba to Customer under this Agreement and used within
the scope of this Agreement, infringe any copyright, trade secret,
patent or other proprietary right, or (b) is a result of personal injury or
property damage caused by the negligence or willful misconduct of
Saba; and Saba shall pay all final judgment awards against Customer
or settlement costs in connection with such Claim.
8.2 Customer shall defend or settle, at Customer's expense, any
Claim brought against Saba that (a) any Content, as provided by
Customer to Saba under this Agreement and used within the scope of
this Agreement, infringes any copyright, trade secret, patent or other
proprietary right, (b) is a result of personal injury or death caused by
Customer's negligence or willful misconduct, or (c) is a result of any
violation of or failure to comply with Section 5; and Customer shall pay
all final judgment awards against Saba or settlement costs in
connection with such Claim.
8.3 Each party's obligations hereunder are contingent on the following
conditions:
i. The party entitled to a defense hereunder must notify the other
party in writing promptly once the first party becomes aware of a
Claim or the possibility thereof, grant the other party sole control
of the settlement, compromise, negotiation, and defense of. any
such Claim, and provide the other party with all information
related to the Claim that it may reasonably request;
ii. The party obligated to provide a defense hereunder shall not be
liable hereunder for any settlement made by the other party
without advance written approval, nor for any award from any
Claim in which the first party was not granted control of the
defense; and
iii. With respect to any Subscription Services that are found to be
infringing, or in Saba's opinion are likely to be found infringing,
Saba may, at its option, (a) obtain the right for Customer to
continue using the Subscription Services; (b) replace or modify
the Subscription Services so they are no longer infringing but still
provide substantially similar functionality, or (c) terminate the
applicable Subscription Services. In the event of such termination,
Saba will refund any subscription fees pre-paid by Customer for
the terminated Subscription Services, pro-rated for the remainder
of Customer's Subscription Term after the effective date of
termination.
8.4 The foregoing obligations of Saba shall not apply to any
infringement Claim to the extent arising from (i) Customer's use of the
Services in a manner other than in accordance with this Agreement; (ii)
Customer's use of the Services in conjunction with Content or data
where use with such Content or data gave rise to the infringement
claim; and/or (ii) Customer's use of the Service(s) with other software,
hardware or services, where use with such other software, hardware or
services gave rise to the infringement Claim. The foregoing obligations
of Saba shall constitute Customer's sole and exclusive remedy for
infringement or misappropriation claims and actions.
8.5 The parties agree to cooperate in good faith in the defense of any
Claim that causes one party to invoke a duty to defend hereunder.
9. Confidentiality. All services performed by Saba under this
Agreement shall be in strict conformance with all applicable Federal,
State of California and/or local laws and regulations relating to
confidentiality. Each party acknowledges that it will have access to
certain confidential information of the other party concerning the other
party's business, plans, customers, technology, and products, and
other information held in confidence by the other party ("Confidential
Information"). Confidential Information will include all information in
tangible or intangible form that is marked or designated as confidential
or that, under the circumstances of its disclosure, should be
considered confidential. Confidential Information will also include, but
not be limited to, the non-public portions of the Saba Technology. A
party receiving any Confidential Information ("Recipient'') from the
other ("Discloser'') will use at least the same care to prevent disclosure
and unauthorized use of such information as Recipient uses with
respect to its own confidential and proprietary information of like
importance under similar circumstances, which will not be less than
reasonable care. Recipient will not disclose Confidential Information to
any third parties, provided that Recipient may disclose the Confidential
Information to its employees and contractors who need to know such
information and who are bound in writing by restrictions regarding
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disclosure and use of such Confidential Information comparable to
those set forth herein. Recipient will not use any Confidential
Information for any purpose other than to exercise its rights and
perform its obligations under this Agreement. The foregoing
restrictions on disclosure and use will not apply with respect to any
Confidential Information to the extent such Confidential Information: (a)
was or becomes publicly known through no wrongful act or omission of
Recipient; (b) was rightfully known by Recipient before receipt from
Discloser; (c) is independently developed by Recipient (i.e., without the
use of or reference to the Confidential Information of the Discloser); or
(d) becomes rightfully known to Recipient without confidential or
proprietary restriction from a source other than Discloser that does not
owe a duty of confidentiality to Discloser with respect to such
Confidential Information. Recipient may disclose Confidential
Information to the extent Recipient is legally compelled to disclose
such Confidential Information, provided, however, that prior to any
such compelled disclosure, Recipient will give Discloser reasonable
advance notice of any such disclosure and will cooperate with
Discloser in protecting against any such disclosure and/or obtaining a
protective order narrowing the scope of such disclosure and/or use of
the Confidential Information. Saba may refer to Customer by name in
Saba's mandatory filings with securities authorities and regulatory
bodies, and in associated communications with Saba's investors.
10. Termination.
10.1 No Liability for Termination. Neither party will be liable to the
other for any termination or expiration of any Services or this
Agreement in accordance with its terms.
10.2 Non-Allocation of Funds. The terms of this Agreement, and the
services to be provided thereunder, are contingent on the approval of
funds by the appropriating government agency. Should sufficient funds
not be allocated, the services provided may be modified, or this
Agreement terminated by Customer at any time by giving Saba thirty
(30) days advance written notice. In the event of a termination under
this Clause 10.2, Customer shall pay, and will not be entitled to a
refund of, any amounts paid or payable up to the date of the
termination, but Customer will not be required to pay any amounts not
yet payable as of such date of termination.
10.3 Termination for Cause. Either party may terminate this
Agreement if the other party materially breaches this Agreement and
does not cure such breach within thirty (30) days after receipt of written
notice of such breach from the non-breaching party.
10.4 Termination Without Cause. Under circumstances other than
those set forth above, this Agreement may be terminated by Customer
or Customer's DSS Director or designee, upon the giving of thirty (30)
days advance written notice of the intention to terminate the
Agreement. In the event of a termination under this Clause 10.4,
Customer shall pay, and will not be entitled to a refund of, any amounts
paid or payable up to the date of the termination, but Customer will not
be required to pay any amounts not yet payable as of such date of
termination.
10.5 Effect of Termination. Upon the effective date of termination of
this Agreement:
(a) Saba will immediately cease providing the Services. On
Customer's request, at any time during the thirty (30) day period
following the effective date of termination, Saba will return all of
Customer's Content, in its native format (or in another format, if
mutually agreed by Customer and Saba, which may require
Customer to pay additional fees); and after the expiration of the
foregoing thirty (30) day period, Saba may delete any Content;
(b) Any and all of Customer's approved payment obligations under
this Agreement for the Services provided through the effective
date of termination will immediately become due and no other
payments or monies will be due and payable by Customer to
Saba; and
(c) In the event of termination for cause by Customer pursuant to
Section 10.3 or termination for Chronic Problems as provided in
Section 4.2.4, Saba will refund any subscription fees pre-paid by
Customer, pro-rated for the remainder of Customer's Subscription
Term after the effective date of termination.
(d) In the event of a termination for cause by Saba under Clause
10.3, Customer shall pay, and will not be entitled to a refund of,
any amounts paid or payable up to the date of the termination, but
Customer will not be required to pay any amounts not yet payable
as of such date of termination.
10.6 Survival. The obligations of the parties under this Agreement,
which by their nature would continue beyond termination, cancellation,
or expiration of this Agreement, shall survive termination, cancellation,
or expiration of this Agreement.
In no event shall any payment by Customer constitute a waiver by
Customer of any breach of this Agreement or any default which may
then exist on the part of Saba. Neither shall such payment impair or
prejudice any remedy available to Customer with respect to the breach
or default.
11. Insurance.
Without limiting Customer's right to obtain indemnification from Saba or
any third parties, Saba, at its sole expense, shall maintain in full force
and effect the following insurance policies throughout the term of this
Agreement:
11.1 Commercial General Liability. Commercial General Liability
Insurance with limits of not less than One Million Dollars ($1,000,000)
per occurrence and an annual aggregate of Two Million Dollars
($2,000,000). This policy shall be issued on a per occurrence basis.
Customer may require specific coverage including completed
operations, product liability, contractual liability, Explosion, Collapse,
and Underground (XCU), fire legal liability or any other liability
insurance deemed necessary because of the nature of the Agreement.
11.2 Automobile Liability. Comprehensive Automobile Liability
Insurance with limits for bodily injury of not less than Two Hundred
Fifty Thousand Dollars ($250,000) per person, Five Hundred Thousand
Dollars ($500,000) per accident and for property damages of not less
than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000).
Coverage should include owned and non-owned vehicles used in
connection with this Agreement.
11.3 Worker's Compensation. A policy of Worker's Compensation
Insurance as may be required by the California Labor Code.
Saba shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and
employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and
any other insurance, or self-insurance, maintained by Customer, its
officers, agents and employees shall be excess only and not
contributing with insurance provided under Saba's policies herein. This
insurance shall not be cancelled or changed without a minimum of
thirty (30) days advance written notice given to Customer.
Upon written request, Saba shall provide certificates of insurance and
endorsements as stated above for all of the foregoing policies, as
required herein, to the County of Fresno, DSS, PO BOX 1912, Fresno,
California, 93718-1912, Attention: Contracts, stating that such
insurance coverages have been obtained and are in full force; that the
County of Fresno, its officers, agents and employees will not be
responsible for any premiums on the policies; that such Commercial
General Liability insurance names the County of Fresno, its officers,
agents and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance,
maintained by Customer, its officers, agents and employees, shall be
excess only and not contributing with insurance provided under Saba's
policies herein; and that this insurance shall not be cancelled or
changed without a minimum of thirty (30) days advance, written notice
given to Customer.
October 2014 Saba Cloud
Subscription Services Agreement
5
In the event Saba fails to keep in effect at all times insurance coverage
as herein provided, Customer may, in addition to other remedies it may
have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in
the State of California. Insurance purchased shall be from companies
possessing a current A.M. Best, Inc. rating of A FSC VII or better.
13. Miscellaneous Provisions.
Governing Law. This Agreement is made under and will be governed
by and construed in accordance with the applicable body of laws
(except that body of law controlling conflicts of law), as follows: if this
Agreement is entered into between Customer and Saba Software, Inc.,
the laws of the State of California will apply. If this Agreement is
entered into between Customer and Saba Software (UK) Ltd., the laws
of England and Wales will apply. To the extent not expressly
prohibited by any applicable law, the United Nations Convention on
Contracts for the International Sale of Goods and all international and
domestic legislative or other implementations of such Convention will
not apply to this Agreement. The parties agree, that for the purposes of
venue, performance under this Agreement is to be in Fresno County,
California. Severability; Waiver. In the event any provision of this
Agreement is held by a tribunal of competent jurisdiction to be contrary
to the law, the remaining provisions of this Agreement will remain in full
force and effect. The waiver of any breach or default of this
Agreement will not constitute a waiver of any subsequent breach or
default, and will not act to amend or negate the rights of the waiving
party. Assignment. Neither party may assign this Agreement either in
whole or in part without the prior written consent of the other party,
except that either party may assign this Agreement to a successor as
the result of an acquisition, merger or other such change of control
either in whole or in part of a party's business. Saba may also delegate
the performance of certain Services to third parties, provided Saba
controls the delivery of such Services to Customer and remains
responsible to Customer for the delivery of such Services. This
Agreement will bind and inure to the benefit of each party's successors
and permitted assigns. Disclosure of Self-Dealing Transactions.
This provision is only applicable if Saba is operating as a corporation
(a for-profit or non-profit corporation) or if during the term of the
Agreement Saba changes its status to operate as a corporation.
Members of Saba's Board of Directors shall disclose to Customer any
self-dealing transactions that they are a party to while Saba is
providing goods or performing services under this Agreement. A self-
dealing transaction shall mean a transaction to which Saba is a party
and in which one or more of its directors has a material financial
interest. Members of the Board of Directors shall disclose any self-
dealing transactions that they are a party to by completing and signing
a "Self-Dealing Transaction Disclosure Form," attached hereto as
Exhibit A and by this reference incorporated herein, and submitting it to
the Customer prior to commencing with the self-dealing transaction or
immediately thereafter. Notices. Any notice or communication
permitted or required hereunder will be in writing and delivered in
person or by courier, sent by confirmed facsimile (fax), or mailed by
certified or registered mail, postage prepaid, return receipt requested,
and addressed as set forth on the Order or to such other address as
given in accordance with this Section. If notice is given in person, by
courier or by fax, it will be effective upon receipt; and if notice is given
by mail, it will be effective five (5) business days after deposit in the
mail. Any notice to Saba shall be copied at the same time in writing to:
Saba Software, Inc. (Attn: Legal Department), 2400 Bridge Parkway,
Redwood Shores, CA 94065, USA, Fax: +1 (650) 581-2647.
Remedies. The parties agree in the event of a material breach of this
Agreement, the non-breaching party will be entitled to seek immediate
injunctive relief, in addition to whatever remedies it might have at law
or under this Agreement. All rights and remedies hereunder are
cumulative, may be exercised singularly or concurrently and will not be
deemed exclusive except as expressly provided herein. If any legal
action is brought to enforce any obligations hereunder, the prevailing
party will be entitled to receive its attorneys' fees, court costs and other
collection expenses, in addition to any other relief it may receive.
Force Majeure. Each party will be excused from performance for any
period during which, and to the extent that. it is prevented from
performing any obligation or service as a result of causes beyond its
reasonable control, and without its fault or negligence, including acts of
God, strikes, lockouts, riots, epidemics, acts of war, and
communication line failures or power failures not attributable to the
fault of Saba. Audit. Saba may, from time to time and at its own
expense, audit Customer's usage of the Services to determine
Customer's compliance with the terms of each Order. Saba will
promptly notify Customer if Customer's usage of the Services exceeds
Customer's subscriptions entitlements. Customer agrees to pay for any
additional subscriptions required for Customer's actual usage. Audit
and Retention. Saba shall maintain in good and legible condition all
books, documents, papers, data files and other records related to its
performance under this contract. Such records shall be complete and
available to County of Fresno, the State of California, the federal
government or their duly authorized representatives for the purpose of
audit, examination, or copying during the term of the contract and for a
period of at least three years following the County's final payment
under the contract or until conclusion of any pending matter (e.g.,
litigation or audit), whichever is later. Such records must be retained in
COUNTY OF FRESNO ("Customer'')
PLEASE SEE ADDITIONAL
SIGNATURE PAGES ATTACHED
October 2014 Saba Cloud
Subscription Services Agreement
6
the manner described above until all pending matters are closed.
Government. If Customer is an agency or instrumentality of the
United States Government, the software underlying the Subscription
Services is "commercial computer software", and pursuant to FAR
12.212 or DFARS 227.7202, and their successors, as applicable, use,
reproduction and disclosure of the Software and Documentation are
governed by the terms of this Agreement. Entire Agreement. This
Agreement, including any Order and all documents incorporated herein
by reference, constitutes the complete and exclusive agreement
between the parties with respect to the subject matter hereof, and
supersedes and replaces any and all prior or contemporaneous
discussions, negotiations, understandings and agreements, written and
oral, regarding such subject matter. Customer acknowledges that any
Orders made hereunder are not reliant, or contingent upon, the
delivery, or promise of delivery, of any future functionality, features,
products or services. The terms set forth in this Agreement and any
Order will control in the event that there are any different or additional
terms set forth on any purchase order or other form that Customer
submits. This Agreement may not be modified or amended except in
writing signed by a duly authorized representative of each party.
SABA ?}0~/~ ~.
Signature:
1 h~
Print Name: ~rW ti\ILV]tti1
Title: e.AO
Date:
Address:
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3 ATTEST:
4
5
6 COUNTY OF FRESNO ("Customer")
7
8
By~~~~~~~~~~~~
9 Chairman, Board of Supervisors
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
BERNICE E. SEIDEL, Clerk
Board of Supervisors
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
- 7 -Fresno, CA
1
2
3
4
5
6
7
8
9
10
11
12
13
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15
16
APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY COUNSEL
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
REVIEWED AND RECOMMENDED FOR
1 7 APPROVAL:
18
19
20
21
22
23
24
25
26
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28
eira, Director
Department f Social Services
DSS:
Fund/Subclass:
Organization:
Account/Program:
0001/10000
56108550
7294
- 8 -Fresno, CA
~Af'UU 1.11 IU~;fC' r QI f\.Yll'Q.J'
Redwood Shores, CA 94065-1166 USA
US Telephone +1 650 581 2500 Order
US Fax +1 650 581 2647
Order Date: Upon Execution Customer: County of Fresno Social Services Account Executive: Charles Moreton
Bill to: County of Fresno -Department of
Social Services: Administration -DSS Invoices
Phone: (559) 600-2334
Email: DSSlnvoices@co.fresno.ca.us
Address: PO Box 1912
Fresno, CA 93718-1912
Cloud Subscriptions
Ship to: County of Fresno -Department of Social
Services: Gohar Sama~ian
Phone: (559) 600-2229
Email: DSSITlnvoices@co.fresno.ca.us
Address: 3115 N. Millbrook
Fresno, CA 93718
Order Type:
Currency:
PO#:
Ship via:
Download Location:
Production
USO
Electronic
CA
CLD-SPC-301 Saba Cloud Learn Package, Active User Subscription
See Note #1
2,500 Active User 12 Months $55,000.00
CLD-SPC-324 Saba Cloud Advanced Testin & Assessment Module 2,500 Active User 12 Months $0.00
Includes 60 days of Adoption Accelerator Service ("AAS"). AAS provides support for a Saba Cloud customer with the following: reactively respond to and facilitate questions
that arise throughout the year about currently deployed services (as it relates to Training, Finance, Support, etc.); suggest best practices to help a customer adopt and expand
usage; hold one-off trainings with individuals to fill product knowledge gaps; proactively introduce customer to new functionality as it is released; proactively introduce and help
the customer to implement other solutions and assist customer in facilitation of Support issues as needed. Note that the Saba Cloud Adoption Accelerator will not help build Web
APl's, build real-time HRIS interfaces or an similar service.
TOTAL: $55,000.00
Terms: Payments are due according to the milestones below:
Order Date: $25,000.00 (Paid upon Order Date -Net 45 Days of invoice date)
Upon Go-Live: $30,000.00 (Paid Net 45 Days of Go-Live date)
The terms and conditions of any purchase order shall not apply. The pricing included in this Order is not valid unless an executed copy of this Order is received by
Saba on or before November 30, 2014. Customer asserts it is exempt from all state and local taxes and shall provide, upon request, documentation supporting its
tax-exempt status. The above-listed pricing is exclusive of all taxes, duties, withholdings and similar charges. Customer acknowledges that this Order is not reliant
or contingent upon the delivery, or promise of delivery, of any future functionality, features, or products. This Order is subject to the terms and conditions of a fully
executed Saba Subscription Services Agreement between the parties. If Customer does not sign off on Go-Live by the date occurring 120 days from Order Date,
Saba shall have the right to terminate the Agreement effective upon written notice to Customer.
Note #1 -Flexible Subscription Usage Model: During the term of the subscription, eleven (11) months after the Order date and on the anniversary of such date
thereafter, Saba shall audit the number of Recorded Users. The audit shall be performed as follows: Saba shall determine the peak daily usage for each day in
the calendar month and then shall average these to determine the average usage for such month. All such monthly averages shall be averaged to determine the
actual subscription usage by Customer ("Real Usage"). If such Real Usage is at or no more than 10% above the number of Recorded Users reflected in this
Order, the payment for the following subscription year shall be as set forth above. If such Real Usage is below the number of Recorded Users reflected in this
Order, the payment for the following subscription year shall be flexed down accordingly up to a maximum reduction of 10%. If such Real Usage exceeds by more
than 10% the number of Recorded Users reflected in this Order, payment for the following subscription year shall be adjusted up to reflect such Real Usage.
Additional Products:
During the term of this subscription and provided that Customer is not in default of the Agreement, Customer may have the option to purchase additional user
registratio ns as specified below. Reaistrations shall be tallied bv Saba and invoiced annuallv.
Products I Minimum Quantity I Price Per Year
Saba Learn Reqistrations I Bundles of200 Reaistrations (CLDSPC304l Per Year I 1.50 Per Reaistration Per Year
Registrations per year in bundles of 200 for use with the Learning Capabilities and Content Management features associated with Saba
Learning@Work within Saba Cloud. Rollover of unused registrations between years is not permitted. A Registration is defined as a non-active
user that has reqistered or enrolled in anv course in the Saba Cloud svstem.
Additional Renewal Periods: The Subscription Services will renew automatically with the same period, terms, and amounts due for two (2) additional twelve
(12) month periods, unless Customer notifies Saba in writing at least thirty (30) days prior to the end of the then-current Subscription Term that customer has
elected to discontinue such Subscription Services.
Optional Renewal Period Products
First Renewal Period: Twelve (12 Months Saba Cloud Learn Package (CLDSPC301) &
from Order Date) Saba Cloud Advanced Testing & Assessment
(CLDSPC324)
Second Renewal Period: Twenty-Four (24) Saba Cloud Learn Package (CLDSPC301) &
Months from Order Date. Saba Cloud Advanced Testing & Assessment
ICLDSPC324l
Customer:
Signature:
Name:Andreas Borgeas
Title: Chairman, Board of Supervisors Title:
Date: \ D '1., ~ J l\ ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
Date:
By('{\. Moo~
eputy
Price Per Year
$55,000.00
$55,000.00
Quote ID:Q-00002992 Please email signed order and agreement to eomara@saba.com
Saba Consulting Statement of ork
County Of Fresno
28 Oct 2014
Saba 2400 Bridge Parkway Redwood Shores, CA 94065-1166 USA www.saba.com
Saba Consulting Statement of Work for County Of Fresno
Saba Software Cloud Services
Statement of Work
Customer: County of Fresno
SOW Effective Date:
This Statement of Work (or "SOW") is entered into as of this day of 2014, by and
between Saba Software, Inc., ("Saba" or "Consultant") and County of Fresno ("County of Fresno" or
"Customer"). This SOW is governed by the terms of the Saba Cloud Subscription Services Agreement
executed between the parties. Any term not otherwise defined herein shall have the meaning set forth in the
Agreement.
Signing this document indicates that Customer agrees with the scope of services, the terms and conditions,
deliverables, and overall responsibilities set forth in this Statement of Work.
Authorized Signature
Name and Title
Date
County of Fresno
Chairman, Board of Supervisors
ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
ByWl .~c...
' @eputy
Saba Sofl:\<Vare, Inc. Page 2 of 27
Saba Consulting Statement of Work for County Of Fresno
1. Project Overview
Services described in this SOW will support Customer in deploying Saba Cloud Learning as follows:
• Support deployment and configuration of Saba Cloud Learning to Support Customer learning processes;
• Lead Agile Application configuration of delivered Saba functionality to support the following:
o Learning Bundle -This bundled package includes the following packages:
• Saba Foundation;
• Learning package -Delivery types (ILT)
o Security Configuration package;
o Advanced test and Assessment package;
• Enable inbound HRIS integrations utilizing Saba delivered Rapid Data Import (ROI) tools for the following
objects:
o Person, Org, Job, Location, Facility;
• Enablement of data extraction from source system and to load into SC utilizing Saba delivered ROI tools
for "Ad-hoc Transcripts" and Certifications;
• Provide technical Support to implement sign-on via a method supported by Saba.
• Deploy the Saba application in US English language only;
• Support a single phase go-live.
Saba Softvvare, lnc. Page3of27
Saba Consulting Statement of Work for County Of Fresno
A ·~~ .. ~ saba'"
2. PROJECT APPROACH
This project will be delivered using Saba's Agile deployment approach, which encompasses the following
(included) success packages and user stories identified in section 2.1 below.
Assumes a collaborative design process allowing users and project team members to iterate and try new
features, rapidly configure new features, and reduce timelines.
As part of this approach, functional activities are collected into Success Packages based on customer
need. Packages are further broken into 1-week sprints to allow for incremental functionality to be
configured. The scope of service is based upon the following:
• Success packages will be included in scope that will address your immediate business needs.
• Success packages are defined with the list of configuration stories that will be completed during
each sprint.
• In all sprints, the role of the Saba consultant will be to enable and guide Customer through
configuration, data validation, and table population. The Customer project team will perform all
hands-on work. Some flexibility may exist within each sprint dependent upon the complexity of
the package, but all configurations must be completed within the allocated sprint timeline.
Subsequent sprints will not begin until sign off of the previous sprint.
• Excluded packages can be added with an executed Scope Change Request (SCR) and may impact
project timeline and budget.
Prior to project kickoff, Saba will present Customer with a Mobilization deck which will help you prepare
for the project:
• Mobilization deck describes the preparation you will need to do for each sprint story that has
been selected as part of this SOW.
• The mobilization tasks are required to ensure Customer team is prepared for project kickoff,
and have a clear understanding of the required data elements.
• In order to meet the project timeline it is critical that Customer performs data cleansing
activities prior to project kick off as identified in the mobilization deck.
• The mobilization deck will include the Sprint plans and the stories included in each sprint so that
you can plan accordingly.
At the end of each sprint Saba and Customer will review the functionality enabled to confirm that it
functions as defined in the user stories.
Saba Sofl:\.vare, Inc. Page 4 of27
Saba Consulting Statement of Work for County Of Fresno
2.1. Success Packages
Each Success Package has been defined to enable Saba and the customer team to efficiently configure and
populate Saba to support a core business process.
• Packages will be completed in sprints, with each sprint equaling one week.
• During each sprint, we'll complete a set number of stories.
• A story is a use-case, such as "Creating E-learning Courses."
• Each story may include a data component where you will work with the appropriate data template(s) to
build out data file{s) for load execution, validation, and signoff.
• Sprint acceptance typically equates to production ready with all data components ready for or already
moved into production.
Saba Softvvare, Inc. Page5of27
Saba Consulting Statement of Work for County Of Fresno
Packages Included
The following Success Packages are included in scope
Note: If County Of Fresno needs additional sprints or additional consulting services, it will be addressed by raising
a Scape Change Request {SCR} in accordance with Section 8.2.
Package Description and Outcome Sprints
Foundation: The focus of this required sprint is to populate the four key foundation
tables: Organization, Location, Job, and Person. The baseline version of this sprint will
use Saba's RDI tool to populate the tables.
Learning Pack 2: This package includes the ILT and will prepare the foundation tables
required to support scheduled, instructor-led learning and web-based learning.
tlD Included: c: ~ c: u 3 ..... re re a.. -Validate migrated data for 3 courses and 1 class for delivery type of ILT (]) _,
Creating Foundation Data to Support the Instructor Led Training -
Configuration
-Creating Courses
-Creating Instructor-Led Classes
-Registration and Roster Management
VJ Saba will orient you to the testing and assessment tool and enable you to create up to ...... c: five tests and/or assessments (this assumes that you have the questions and answers (])
E already prepared.) The new tests and assessments will be associated with classes. VJ
VJ The assessment content pieces (either those that were created as part of this sprint or (])
VJ 1 VJ those that were imported into the content repository during an earlier sprint) are <(
"'Cl associated with the appropriate classes as either pre-or post-assessments and passing c:
<( grades entered . ......
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(])
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The Security Role Configuration package will validate up to 5 migrated security roles
(]) c: and enable you to create and edit security roles, as well as enable you to assign - 0
0 ·-ci:: ...... security roles to users. re > ..... 1 ...... ::::i ·.::: tlD Identify Security Roles required ::::i ;:;:::: -u c:
(]) 0 -Create Security Roles (/') u
-Assigning Security Roles
5 Total Sprints
Saba Software, Inc. Page 6 of27
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Saba Consulting Statement of Work for County Of Fresno
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2.2. Additional Consulting Services
All projects provide Essential Consulting Services as a baseline. This Essential level of service focuses on building
and enabling a collaborative project environment with clients. With Essential the client will own overall
responsibilities for each service point with Saba providing enablement and support throughout the project.
For clients looking for shared responsibility of specific deliverables Saba provides the Enhanced Consulting
Services.
For highly complex requirements or where customer is seeking strategic consulting owned by Saba the Elite
Consulting Services program is available. Each service point will be worked into the project schedule
appropriately based on the sprint topic. Technical activities can and will work in conjunction with functional sprint
configuration. It is the responsibility of the customer and Saba project managers to account for the appropriate
time and effort for each technical service point and fit those activities into the project plan.
Note: If County Of Fresno needs additional sprints or additional consulting services, it will be addressed by raising
a Scope Change Request {SCR} in accordance with Section 8.2.
Please see the chart below for a complete list of consulting services and a description for each level of service and
the level of Service included within scope.
Essential Enhanced Elite Included In Scope
I
Effective Project Management is critical for your enablement activities. Saba offers flexible options to
ensure overall project success
Customer responsible for
overall project
management with Saba
providing coordination of
key deployment activities
Saba and Customer
shared Project
Management
responsibility of all
project activities
Saba requires Enhanced
PM for all SEC to SC
migrations
Saba responsibility for
overall Project
Management to
oversee project
planning, risk
management and
project metrics with
client support
Essential
Realize the benefits of the Saba Cloud with a unique, integrated approach through which a cross-
functional team of Saba experts coordinates all migration activities, optimizes your cloud solution and
mitigates deployment risk
Saba Sofl:\i\!are, Inc. Page 7 of27
Saba Consulting Statement of Work for County Of Fresno
Essential Enhanced Elite Included In Scope
Effective Project Management is critical for your enablement activities. Saba offers flexible options to
QJ +-' ~ ffi ensure overall project success
E
Customer is responsible
for data migration
activities with Saba
providing support and
enablement. Customer
will understand how to
use the Saba Data Import
tool to perform all
migration activities
Saba and Customer
shared responsibility for
data migration activities
for the following Saba
data components
(Courses, Classes,
Transcripts) using the
Saba Data Import tool.
Customers performing
an upgrade from SEC to
SC will require this
service level
For Customers with Essential
migration requirements
from multiple sources
or additional
components outside of
what is included with
enhanced.
Saba's Integration Studio provides a range of methods for seamless synchronization across numerous
~ applications. These methods include our Data Import utility, Rest Web Services and Connectors to both u
"2: Workday and Salesforce
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Education and
enablement of core HR
data integration points
using the Data Import
tool for the following
data components:
Persons, Job, Location,
Organization. Job aids,
sample data files and
system demonstration
will be provided. SAML
SSO configuration and
documentation also
included.
Saba and Customer
shared responsibility for
HR integration feeds
using one of the
available integration
methods (Data Import,
Web Services, Workday)
For Customers with
integrations
requirements outside
of the standard HR
components (Person,
Job, Org, Locations) or
customers looking to
integrate using more
than one integration
method
Enhanced
Bringing people together in a highly interactive, virtual learning environment. By combining the business
social network with real-time collaboration technologies, Saba Cloud users have a range of options to keep
learning, performance, and work in general moving ahead. The unification between the social network
and the online meetings and video conference means participants have one-click access to media-rich
interaction and can discuss the subject before and after the meeting. Also, the link to the online meeting
recording is automatically posted to the community and invitee's dashboards so everyone can review the
proceedings.
Saba Soflware, Inc. Page 8 of27
Saba Consulting Statement of Work for County Of Fresno
Essential Enhanced Elite Included In Scope
Effective Project Management is critical for your enablement activities. Saba offers flexible options to
(]) ...... ~ ffi ensure overall project success
E
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Enablement and Saba and Customer
demonstration Saba shared responsibility for
Meeting Leader tools and enablement and
how Saba Meeting works configuration of the
within the collaboration Saba WebEx Virtual
tool set. Learning Connector
For Customers with
Virtual Learning
requirements outside
of Saba Meeting and
Web Ex
Essential
By engaging the Saba Content Factory (Mobile Services), customers can be assured that mobile content
will be tested and verified on Saba well before their go-live and that any issue identified can be proactively
addressed -thereby ensuring a smooth rollout, increased user adoption, and a reduction in Support
cases .
Enablement and
demonstration of Saba's
mobile apps based upon
the customer
environment, client
devices and content
requirements.
As part of this Mobile
Service offering Saba
will:
• Confirm
connectivity &
synchronization
from multiple
devices and device
emulators
• Provide guidance on
best practices on
deploying content
to Saba Mobile
apps, offering
configuration and
notifications.
• Content testing of
up to 5 SCORM
content for Saba
Anywhere.
• Documented and
suggestions made
for resolution of any
issues.
For Customers with
mobile requirements
beyond the services
provided in the
enhanced service level
Essential
Saba Software, Inc. Page 9 of 27
Saba Consulting Statement of Work for County Of Fresno
Essential Enhanced Elite Included In Scope
Effective Project Management is critical for your enablement activities. Saba offers flexible options to
Q) ...... ~ ffi ensure overall project success
E
Extend your content development capabilities and cut costs while delivering the right learning to the right
~ people. Depending on your business needs and available resources, Saba can manage the entire content u
"2: development project or assist your developers with templates, processes and job aids
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Saba enables the
customer to import
courses, test, launch and
track
Saba responsibility for
one of the available
content services:
• Saba Anywhere Roll
Out
• Content Testing
services
• Bulk Import Services
For Customers looking Essential
to utilize more than
one content services
Saba University can create custom end-user and administrator classes tailored to your specific needs.
These classes can be instructor-led either at your office or via the web. Or they can be made available on-
demand. Please contact your Saba representative for more information and a price quote
Saba Cloud job aids offer
easy to follow
instructions that will
support your
organization's users in
being successful with
your Saba system
Provided by Saba
University:
One day Private Admin
Training for up to 12
students
Provided by Saba
University:
Public Classes, Saba
Certification programs
or Dedicated training
sessions tailored to
your specific needs are
all available to help
educate your end users
Elite
With comprehensive analytics, learning demand planning, and learning resource planning, Saba helps you
get the most from your training budget. Ensure visibility into your learning and talent processes with
Saba's comprehensive analytics solution that combines over 600 data elements from the people profile,
learning programs, and the entire talent management suite. Each report can be automated to run at
specific intervals and be sent to learning and business leaders, so the right people will have early notice of
trends and issues
Saba Software, Inc. Page 10 of 27
Saba Consulting Statement of Work for County Of Fresno
Essential Enhanced Elite Included In Scope
Effective Project Management is critical for your enablement activities. Saba offers flexible options to
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Enablement and
demonstration of how to
use Analytics.
Report development and
testing support is NOT
included
Saba and Customer For Customers with
shared responsibility for reporting or data
development of up to extraction
five Analytic reports or requirements beyond
extraction feeds the five included with
the enhanced service
level
Essential
User Acceptance Testing (UAT) in an Agile project is generally more rigorous and timely than the classic
"end of project" UAT found in waterfall projects. The classic definition of a UAT is a process that confirms
that the output of a project meets the business needs and requirements. In waterfall projects the UAT is
usually the last step in the development process with the resulting problem that significant defects are
found late in the process or, worse, the business discovers that what is being delivered isn't exactly what
they wanted. Agile projects provide a number of opportunities to interject UAT activities throughout the
process, starting with the development of user stories, to the sprint reviews and demos and, finally, the
UAT sprints at the end of a release. Each UAT opportunity provides a platform for active learning and
feedback from the business.
All .validation testing
activities are performed
during each configuration
sprint
UAT not included in
project
A one week UAT testing
cycle will be included on
Customer requires Saba Essential
to assist with Planning,
the project plan. Saba script creation and
will provide a supporting execution. Customer
role but the customer requires a test cycle
owns all planning and greater than one week.
testing activities
Saba's robust security configuration model can meet a wide range of application security needs for
learners and administrators. Essential Security Services help get you up and running by utilizing out of the
box security roles with a flat domain structure. For customers with more complex security and domain
hierarchy needs, Enhanced and Elite services are available to evaluate your security requirements and
advise you on the necessary domains, security roles and privileges and user assignments.
Saba Soflware, Inc. Page 11of27
Saba Consulting Statement of Work for County Of Fresno
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Essential Enhanced Elite Included In Scope
Effective Project Management is critical for your enablement activities. Saba offers flexible options to
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Saba to provide support
around basic security
configuration for OOB
security roles and flat
domain structure
Saba facilitates a
security workshop to
determine your overall
security needs and to
propose a security
workflow solution based
on your requirements:
Saba scoping, creation
and testing of domain
restructuring
Essential
Enhance learner engagement and effectiveness by leveraging Saba's superior personalized user
experience, rich learning functionality, and unbeatable flexibility
Customer is responsible
for branding activities
Saba and customer For customers who
shared responsibility for require multiple
with Saba providing configuration of portlet
support and enablement. definition for a single
Customer will understand Microsite and up to 3
how to use the Microsite system canvases
configuration tool to
perform all branding
activities
Microsites, Microapps
or Storefronts with
Saba providing support
and expertise
Essential
Saba Software, Inc. Page 12 of27
Saba Consulting Statement of Work for County Of Fresno
3. Project Scope Details
The scope of this SOW is made up of the activities set forth below. As part of this scope, Saba will provide the
stated deliverables.
Note: If County Of Fresno needs additional sprints or additional consulting services, it will be addressed by raising
a Scope Change Request (SCR) in accordance with Section 8.2.
3.1. Deliverables
Deliverable
Name
Project Plan
Saba Cloud
Mobilization
Package & Sprint
Plan
Foundation Data
and Technical
Integration
solutions
validated
Agile
Configuration of
System
Description
Identifies the project
resources, tasks,
milestones, deliverables,
timeline, and
dependencies for all work
relating to the project,
including those tasks
owned by Customer
Identifies key data
elements required to
populate the Saba Cloud
Environment to allow
Customer preparation and
planning.
Sprint schedules are
identified and stories
included in each sprint.
Planning will be broken
down per sprint.
consulting services as
detailed in section 2.2
Agile Sprints led by Saba
Business Consultant.
Sprint to be covered
detailed in section 2.1
Acceptance
Customer Project
Manager Accepts
Project Plan as
outlined, including
resource
assumptions, via
email
acknowledgement or
physical signature
The Customer
Project Manager
accepts final report
via email
acknowledgement or
physical signature
Project Manager and
respective Technical
Lead will approve the
integration proposal
via email
acknowledgement or
physical signature
Project Manager
accepts weekly
Sprint testing results
Dependency
Customer Project
Manager has access to
Project Team availability
schedule
N/A
Customer expertise on
legacy systems and
system integration field
level data
Customer subject matter
expert attendance at
sprint planning meeting,
standup meetings, and
Responsible
Saba &
Customer
Saba
Customer
Saba &
Customer
Saba SofLware, Inc. Page 13 of 27
Saba Consulting Statement of Work for County Of Fresno
Deliverable Description Acceptance Dependency Responsible
Name
Sprint testing meeting
Launch plan Identifies all dependencies The Customer Sprint Completion Customer
and items required for Project Manager
deployment to Production accepts via email
environment acknowledgement or
Physical Signature
Launch Checklist Identifies all Saba and Customer Project Final Production Saba
Customer activities to Manager agrees and environment and
support Launch signs off checklist via acceptance of all previous
email project deliverables
acknowledgement or
physical signature
Training Training support The Customer N/A Saba
Documents documentation as detailed Project Manager
in section 3.2 accepts via email
acknowledgement or
physical signature
Final Project Documents project Customer Project Production Launch Saba
Status Report experience and summary Manager signs final
of activities; illustrates that acceptance and
all requirements identified project is closed out,
in Section 1 of this SOW via email
has been successfully acknowledgement or
delivered physical signature
3.2. Training & Education
Our philosophy of training for Saba Cloud customers has five governing principles:
• Provide training into every moment when a customer needs it
• Provide training for every user role
• Create hands-on learning opportunities
• Map learning activities to the customer's business needs in selecting Saba Cloud
• Training or lack of training should not be an inhibitor to user adoption and customer satisfaction
Training materials are woven throughout all of your implementation activities. Your customer success partners at
Saba will provide job aids and decision-making templates to you, direct you to self-service training resources,
walk you through the functionality that requires your input, then work with you to implement your courses,
classes, and other parts of your talent management solution in the Saba Cloud. The following training and
education is included in scope. Saba will provide the following training and education tools for system users:
Saba SofLware, Inc. Page 14 of 27
Saba Consulting Statement of Work for County Of Fresno
Learning is central to Saba's people development platform so it
should not come as a surprise that Saba considers providing you with
an extensive library of training and education resources.
The following expertise is part ofTrain@Work:
• Job Aids
• Saba Certification*
• Dedicated Training*
Training Material . -
Job Aids
Certifications
Private Training
Some organizations call them "cheat sheets", quick reference guides, or step
instructions. Saba customers call them indispensable, mission-critical user
enablement training tools.
Probably our most popular education assets, our job aids offer easy to follow
instructions that will support your organization's users in being successful with
• your Saba system. Online Job Aids and self-paced learning items are included
within the cost of your Saba Cloud subscription
Saba University has several Saba certification programs for administrators.
*These certification programs are available for purchase and Saba customers can
register for these programs at Saba .com
Saba University can create custom end-user and administrator classes tailored to
your specific needs. These classes can be instructor-led either at your office or via
the web. Or they can be made available on-demand.
*These dedicated training programs are available for an additional cost of $4,550
per day for up to 12 students.
The following training and education is included in scope:
3.2.1. Saba Cloud Job Aids and Videos
Saba's Customer Community provides access to free training resources for all user roles (end users,
managers, training administrators, and system administrators). Any County of Fresno employee can create an
account and login to the Customer Community to find training resources, to register for upcoming training
events (both free and fee-based), and to participate in discussions with Saba employees and customers.
Saba Sofrware, Inc. Page 15 of 27
Saba Consulting Statement of Work for County Of Fresno
3.2.2. Private Administrator Training (4 Days)
Saba University will work with County during training kickoff call to understand County's training desires to
include in the training agenda
In addition Saba shall provide two 2-day private administration-training courses for up to 16 students each,
and at least a 1-day training for Core Project Team and IT Administrators.
Our Training Administrator curriculum provides participants with knowledge and hands-on practice that will
be essential for performing day-to-day administrative activities. These activities include:
• Creating courses
• Creating and administering offerings
• Administering content
• Creating and administering certifications
• Understanding the Instructor's role in Saba Learning and where to find training for County's instructors in
the Saba Customer Community
Running reports
3.3. Project Assumptions
Resources and cost estimates detailed in this SOW are based on the assumption that the following
responsibilities will be fulfilled by Customer in a timely manner:
Overall Assumptions
• Saba Cloud is a cloud-only releases, with no customizations to functionality, workflow, UI , integration or
reporting tools allowed
• The Saba software to be configured will be deployed in a Saba Cloud environment(s).
• Customer Project Team and staff will be responsible for any data entry activities required during the project.
• Work may occur onsite or remotely as agreed with Customer. Customer will provide necessary work space or
remote consulting connectivity for consultants engaged on this project such as VPN access where necessary.
All training will occur at a Customer designated location unless otherwise specified.
• Saba provides "Essential" consulting services for all aspects of the project implementation. Essential, as
defined by Saba, means enablement and support services. Customers that require a greater level of service
must select "Enhanced" or "Elite" from the available consulting services in section 2.2 above.
Project Governance and Structure
• Customer will designate a Project Team and key stakeholders as described above for this deployment and will
manage scheduling of Customer resources in accordance with the agreed Project Plan. Saba will assign a
Project Manager counterpart to work with Client PM.
• Project Team members must be empowered to make decisions regarding the setup and configuration of the
Saba system within the schedule as defined in the Project Plan.
• Saba will perform standard Saba Cloud Performance testing using Saba Click paths.
Configuration Assumptions
• Saba will be responsible to lead the configuration of the Non-Production environment. Customer will lead
configuration of the Production environment with Saba support to enable knowledge transfer.
• Business Process Documentation and Reengineering required will be undertaken by County Of Fresno.
• Customer is responsible for timely sign off of configuration during sprint testing.
Technical Assumptions
Saba Software, Inc. Page 16 of 27
A
Saba Consulting Statement of Work for County Of Fresno ···· .. ~ saba®
• Customer will be responsible for updates to integration feeds (such as inbound files) necessary to comply
with Saba standards.
Data Migration Assumptions
• Saba will provide enablement and support for all data migration components deemed required by County Of
Fresno and available OTB via the data import tool as specified in the Project Overview: Ad Hoc Transcripts,
Registrations, Certifications, and any necessary historical courses required to support proper certification
completions
• No custom imports will be developed for this project
• It is County Of Fresno's responsibility to create the appropriate data files, execute the load with support from
Saba, review the logs with support from Saba and validate the data within the UI
Languages
• Saba will enable delivered language packs/locales that have been licensed by customer. Customer is
responsible for
o Undertaking linguistic reviews and any translations necessary to support customer UI configuration
and notification configuration.
o Any translation of web based content that may be deemed necessary to support a global roll out.
Testing
• All testing activities are the responsibility of the customer. Saba will provide support and issue escalation.
Customers are responsible to maintain a tracking sheet of all issues identified during sprint testing.
• User Acceptance Test (UAT) planning and testing is not performed as part of a baseline agile project
implementation. All testing is performed during each sprint cycle.
Saba Software, [nc. Page 17 of27
Saba Consulting Statement of Work for County Of Fresno
4. Work Out of Scope
Based on Saba's current understanding of Customer requirements, the following tasks and deliverables (as
well as any other activities not explicitly set forth in this SOW) are out of scope, and will not be executed as
part of this project.
• Any work not specified within this SOW.
• Additional languages beyond the delivered language packs/locales that have been licensed by customer.
• Any Customization to deliver Saba application functionality or integration (Customizations are not
permitted).
• Configuration efforts for business processes not specified within this statement of work including additional
learning functionality, Performance, Talent, Succession Planning and Recruiting.
• Any Content development or redevelopment work.
• Any change management, communication and governance
Changes to the scope of this SOW require a fully executed Scope Change Request (SCR), in accordance with
Section 8.2.
Saba Software, Inc. Page 18 of 27
Saba Consulting Statement of Work for County Of Fresno
5. Saba and Customer Responsibilities
The combined Saba and Customer project team will be comprised of the following resources necessary for
completion of in scope activities:
5.1. Customer Resources
Role Description Commitment
Project Lead Manages the project and the project team. 80-100% during project.
Assigns tasks and finalizes project priorities
Core Project Team Executes the sprint tasks. 80% during the sprint/project
Customer Representative for stakeholder groups Sprint Planning meeting
Representatives empowered to articulate the requirements of the Daily Stand ups -as needed.
group and available to answer questions, get Attend Sprint Acceptance meeting (2-
information, etc. during the Sprint. 4 hours)
5.2. Saba Resources
Role Description Commitment
Program Manager Manages staffing and project milestones. 12%
Business Consultant I Provides product expertise, guides tasks, and confirms 58%
Scrum Master configurations. Runs the Sprint Planning, Daily Standup and Sprint
Acceptance Meetings
Technical Consultant Provides technical expertise, guides tasks, and confirms integration 30%
points.
5.3. Key Activities and Meetings
Agile projects have deliverables every week and have daily meetings. Saba and Customer project team will
adhere to the schedule below in order to meet the timelines laid out in this SOW.
Meeting Frequency/Duration/Timing Description Attendees
Saba Software, Inc. Page 19 of 27
Saba Consulting Statement of Work for County Of Fresno
Sprint Planning • Once per Sprint • Confirm business • Client Core Project
• 2-3 hours objective(s) to be met by Team
• At the start of each sprint. • Saba BC
Sprint • Identify and review sprint . Client
stories. Representative(s)
• Identify additional tasks .
• Confirm sprint acceptance
criteria
Daily Stand Up • Once daily • Review completed and • Client Core Project
• 15 minutes outstanding tasks. Team
• First thing in the . Identify roadblocks and • Saba BC
morning for each day of plan alternative.
the sprint • Determine task ownership
Sprint • Once per Sprint • Run through process • Client Core Project
Acceptance • 2-3 hours stories. Team
• Last day of each Sprint • Validate that business • Saba BC
objective has been met. • Client
• Identify any necessary Representative(s)
remediation
5.4. Project RACI Chart (Responsibility Chart)
The following table further defines key activities and those parties responsible or involved in completion.
Type Description
Those who do the work to achieve the task. There is typically one role
with a participation type of responsible, although others can be
R = Responsible delegated to assist in the work required.
The one ultimately answerable for the correct and thorough
completion of the deliverable or task, and the one from whom
responsible is delegated the work. In other words, an accountable
must approve the work provided by responsible. There must be only
A= Accountable one accountable specified for each task or deliverable.
Those whose opinions are sought, typically subject matter experts;
C =Consulted and with whom there is two-way communication.
Those who are kept up-to-date on progress, often only on completion
of the task or deliverable; and with whom there is just one-way
I= Informed communication.
Saba Soflware, Inc. Page 20 of27
Saba Consulting Statement of Work for County Of Fresno
Customer
Ensuring Project Definition
Follows SOW A,R A,R
Completion of Mobilization
Prep Work A,R c c
Define Project Schedule R R
Map Project Sprints to SOW
and Schedule A
Risk Management for Client
Controlled Tasks (Project
Schedule, Data Mapping,
Data Clean-Up, Content,
Strategic Decisions) A,R c c c c c
Risk Management for Saba
Controlled Tasks
(Provisioning, Product
Defects, Resource
Availability) c A c R,C R, C R,C R,C
Issue Management -
Functional Decisions, Client
Infrastructure, and Content
Inter-operability A c R c c R
Issue Management-
Environmental Issues,
Product Defects c A R R R R
Change Management A,R
Scope Changes (via SCR) A,R A,R
Customer Team
Assignment A R R
Saba Team Assignment A,R
Project Schedule
Communications A,R A,R
Capture and Participate in
Project Decisions on the
Implementation Team
Group R R R R R R
Articulate Business Needs
and Requirements for
Sprints c A,R
Future Planning for
Production Expansion
(planning for future phases A,R
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Saba Softvvare, Inc. Page 21of27
Saba Consulting Statement of Work for County Of Fresno
of product expansion)
Cloud Environment
Provisioning I I I I I I A,R
Extract and Prepare HRIS
File I I A,R C, I c c
Consult and Guide HRIS File
Prep and Load I I C, I A,R I I
Load HRIS File A,R C, I
Configure SFTP C, I A R
Set up SAML SSO -Hosted
Side A R
Set up SAML SSO -Client
Side A,R
Unit Testing A I RC c
User Acceptance testing A,R c RC c
Component Integration
Testing A c RA c
Administrator Training R c I A,R I I
End User Training I I I I A,R
Saba SofLware, Inc. Page 22 of 27
Saba Consulting Statement of Work for County Of Fresno
6. Project Investment Summary
6.1. Fee Schedule
The Professional Services described in this SOW are bid on a fixed fee basis unless otherwise stated in Section
6.3. Any work outside the scope of this SOW shall be set forth in a scope change request {SCR) or a separate
Statement of Work.
6.2. Expenses
Actual, reasonable travel and out-of-pocket expenses, if any, are not included in the Fees, and will be
invoiced separately. Customer agrees to pay such Fees and expenses within Forty-Five {45) days of the date
of such invoices.
6.3. Cost Summary
Saba estimates the following resources are required to successfully deliver the project detailed in this SOW.
Deliverable Name
Saba Cloud Agile Learning Configuration Success Packages (5)
./ Includes planning, mobilization, leading in scope configuration
sprints, launch support and all Essential Services as detailed
within the SOW
Additional Consulting Services as including Enhanced and Elite level of
support for
./ Technical Integration
Saba University-Four Day Private Administrator Training Session for up to
16 students
6.4. Payment Schedule
Cost
Fixed Fee $52,625
$12,355
Fixed Fee $18,200
Fees detailed in section 6.3 within this SOW will be invoiced on the following Schedule
Activity Milestone Invoice Amount Details
SOW Execution Signed SOW by 15% of SOW Fees Customer $9,747
Saba Software, Inc. Page 23 of 27
Saba Consulting Statement of Work for County Of Fresno
Saba Cloud Mobilization Package Mobilization Package 15% of SOW Fees
& Sprint Plan Delivered $9,747
Delivery of 4 days of
Administrator Training Private Administrator 100% of Training Fees
Training $18,200
Application Launch Plan Accepted Configuration 20% of SOW Fees
Complete by Customer $12,996
Launch plan/Launch Launch Plan/Launch
Checklist Approved by 20% of SOW Fees Checklist Customer $12,996
Project Completion Final Report Accepted 30% of SOW Fees by Customer $19,495
Total Fixed Fee Invoicing $83,180
6.5. Additional Consulting Service Rates
For any additional work not covered related to this project, County can buy additional consulting services up
to max amount of $8,318, the daily rates below shall apply, rounded to the nearest half-hour.
Engagement Manager $1760 $220
Business Consultant $1672 $209
Technical Consultant $1584 $198
In no event shall additional user registrations (as detailed on the Order Form) and extra consulting services
(as detailed above), which may be purchased under this Agreement, be in excess of thirty thousand dollars
($30,000). A scope change request (SCR) will be used as the vehicle for requesting additional consulting
services
Saba Soflware, Inc. Page 24 of 27
Saba Consulting Statement of Work for County Of Fresno
7. Timelines
Based on the scope and assumptions detailed within this SOW Saba currently estimates a 7-week period from
mobilization to launch of the Saba Cloud Solution for County. High-level tasks are included in the following
graphic and will be formalized into detailed project plans as part of initiation phase activities.
Example:
Id Task Name
1 Mobilization
l Project Initiation
3 Application Sprint Configuration
4 Production Ready and Launch
Saba Software, [nc.
Start Fintsh
10/27/2014 10/29/20i4 0.5 w
io129ho14 io/31/2014 o:s w
· 111312014 12/s12oi4 s\v
121812014 1211212014 1 w
Page 25 of27
Saba Consulting Statement of Work for County Of Fresno
8. Project Administration
8.1. Acceptance Criteria
During the course of the project, Saba will present services deliverables to Customer for review and
acceptance. Customer is responsible for written acceptance or rejection of each deliverable to Saba within
five (5) business days from time of receipt of the services deliverable ("Acceptance Period"). Customer will
not unreasonably withhold its acceptance.
If rejected, Customer will document and review the specific reasons for rejection of the Services deliverable
with Saba. Saba will thereafter submit a corrected version of the Services deliverable for acceptance within a
mutually agreed period from the written rejection. Customer will review the resubmitted Services
deliverable and communicate the status as per above.
If Customer places any Services deliverable into production, such Services deliverable shall be deemed
accepted and the work complete. If Customer decides to not place the item into Production, but has
indicated acceptance in writing, Saba will deem the work complete. If the Acceptance Period expires without
written notice of rejection delivered to Saba, the Saba Project Manager will notify the Customer Project
Manager and Sponsor of the expiration of the Acceptance Period. If Saba does not receive written notice of
rejection within three (3) days following the foregoing notification, project activities will be suspended and a
project escalation meeting will be convened between Customer and Saba Project members to resolve the
issue.
The Project Plan must be updated accordingly to reflect any changes to project timing due to delays in
starting subsequent tasks that may be dependent upon acceptance of specific Services deliverable(s).
8.2. Change Control Process
Requests to change the scope of the project can be made at any time during the project by either party.
Since a change could affect the cost, schedule, or other terms of this SOW, both Customer and Saba must
review and approve each change prior to work beginning on the new scope.
A Scope Change Request (SCR) will be the vehicle for communicating changes to the services deliverables
contained in this SOW. The SCR describes the change; the rationale for the change and the effect the change
will have on the cost, schedule, or other terms of this SOW.
A written SCR must be signed by both parties to authorize implementation of the agreed changes.
8.3. Completion Criteria
Saba will have fulfilled its obligations under this SOW when any one of the following first occurs:
• Saba supplies Customer with specified Saba deliverables noted in Section 3.1 and such deliverables
are accepted in accordance with Section 8.1 above; or
• Customer or Saba terminates the Services in accordance with the provisions of the Agreement
Saba Software, Inc. Page 26 of 27
Saba Consulting Statement of Work for County Of Fresno
9. Project Contact Information
County Of Fresno Department of Social Services Contacts
Project Sponsor Contact
Tite: Principal Staff Analyst
Name: Deborah Martinez
e-mail: martida@co.fresno.ca.us
Phone: 559.600.2986
Address:
County of Fresno, Dept. of Social Services
1st Floor, Suite 100
2135 Fresno Street
Fresno, CA 93721
Billing Address:
County of Fresno -Dept. of Social Services
Administration -DSS Invoices
PO Box 1912
Fresno, CA 93718-1912
Project Manager Contact
e-mail: martida@co.fresno.ca.us
Phone: 559.600.2986
County of Fresno, Dept. of Social Services
1st Floor, Suite 100
2135 Fresno Street
Fresno, CA 93721
Please sign and return this document and a Purchase Order (if required by Customer for billing purposes) by
email and US Mail to:
Saba Software, Inc.
Saba Software, Inc.
Saba Software, Inc.
Attn: Stephanie Whitehead
· 300 East Lombard Street
Baltimore, MD 21202
Fax 410.837.7903
Page 27 of27