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HomeMy WebLinkAbout18-021 - Kronos - Workforce TeleStaff Implementation'0 'KRQNOS Customer Name 1 18-021(b) Council Approval N/A PROJECT CHANGE ORDER FORM CITY OF TUKWILA Solution ID 6146309 Bill -to Customer Contact 6146309 CITY OF TUKWILA 6200 SOUTHCENTER BLVD TUKWILA WA 98188 US JOSEPH TODD Ship -to Phone Ethail 6146309 CITY OF TUKWILA 6200 SOUTHCENTER BLVD TUKWILA WA 98188 US 206-552-1280 Joseph.todd@tukwilawa.gov Payment Terms Kronos Practice Project # New Task Required Net 30 Days Public Sector West 20106 36580 No Customer Purchase Order Sales Person Operating Unit / Currency New Order Required N/A Robert Correia KRONOS US OU / USD No Project Budget Impact Billing Role CO ECM Contract Type Previous Order # Qty Minus QM Ext Amount Decreases Bryce Merrill/11 Travel HR Estimate 1 • 1475.61 1,475.61 Totals 1.00 1,475.61 Amounts exclude tax Authorization Signatures (I authorize the change to the Kronos Project Budget, as described above, and I authorize Kronos to invoice for the amount applicable.) Customer Project Manager • F,c latur CrED /' Ci// / /4 Kronos Representative . MD 6/11/18 Bryce Merrill/11 1 -b ( 0ri rte Comments This is an estimated cost for travel expenses incurred by Joab Steiglitz to conduct the Workforce TeleStaff Train the Trainer sessions on site with Tukwila Fire. These are the estimated costs subject to change based on actual costs incurred: Flights: $570.39 (DCA -SEA, SEA -DCA) Hotel: $542.82 (3 nights, 7/10-7/12) Rental Car: $132.40 Fuel: $45.00 Meals and Incidentals: $74 per day ($55.50 on travel days) Total: 1475.61 Order Management Internal Use Only If Change Order processed please check box Date KRONOS' Customer Name 18-021(a) Council Approval N/A PROJECT CHANGE ORDER FORM CITY OF TUKWILA Solution ID 6146309 Bill -to Customer Contact 6146309 CITY OF TUKWILA 6200 SOUTHCENTER BLVD TUKWILA WA 98188 US JOSEPH TODD Ship -to Phone Email 6146309 CITY OF TUKWILA 6200 SOUTHCENTER BLVD TUKWILA WA 98188 US 206-552-1280 Joseph.todd@tukwilawa.gov Payment Terms Kronos Practice Project # New Task Required Net 30 Days Public Sector West 20106 36580 No Customer Purchase Order Sales Person Operating Unit / Currency New Order Required N/A Robert Correia KRONOS US OU / USD No Project Budget Impact Billing (;3jb jrima UOM Contract O- I Qty Minus b Ext Amount Previous Order# Decreases 6/11/18 Technology Consultant 9990079 -PRO HR Estimate 24 0.00 0.00 Totals 24.00 0.00 Amounts exclude tax Authorization Signatures (1 authorize the change to the Kronos Project Budget, as described above, and I authorize Kronos to invoice for the amount applicable.) Customer Project Manager ' , is natur- / / `. O- 61/ R j / Kronos Representative Bryce Merrill / -- ^ j1 ^ " 1 / (\,--" Cea 6/11/18 ' O%l�'j71f t S Comments Zero dollar change order to cover SSO configuration that customer had requested in RFP. A Kronos TC will work with the customer to configure SSO with the Workforce TeleStaff application. Order Management Internal Use Only If Change Order processed please check 18-021 Contract Approval 1/2/18 Statement of Work for City of Tukwila Workforce TeleStaff Implementation Sales Executive . ;` . Robert Correia Author Howard Stohlman Explratior.D,ate , 3/30/2018 Created Date :',r 3/27/2017 BigMachines Quote Number Revision Y#',: ' .1 2017-37083 Status , ;:." Approved Opportunity ID Opp -166295 Customer Slay (c) 2017, Kronos Incorporated and related companies. All rights reserved. CONFIDENTIAL - Not to be disclosed to third parties without specific written consent from Kronos. 2 LS OVERVIEW This Statement of Work ("SOW") provides an overview of the project including scope, approach, costs, and how the project will be managed. To support a successful implementation, you agree to provide the required internal project resources PROJECT OBJECTIVES The City of Tukwila's Fire Department (TFD) serves the needs of its community with 67 career uniformed personnel and 5 civilian personnel. TFD has selected Workforce TeleStaff to manage its complex scheduling requirements and has requested that Kronos provide services to implement Workforce TeleStaff in the Kronos Private Cloud. With the exception of the Fire Chief, and Assistant Chief, TFD's Firefighters are represented by IAFF and the civilian employees are represented by the Teamsters TFD's largest division, Suppression, responds to fires, emergency medical incidents, rescues, hazardous materials incidents, and general requests for service from 4 stations. Each shift is staffed with 1 Battalion Chief, 4 Captains, and 15 Firefighters who work a 48/96 shift. There are minimum staffing requirements and staff can be called back to fill vacancies they are qualified for. Suppression personnel also bid annually for vacations. TFD has a Prevention Division responsible for fire investigation, code compliance and safety inspections, Issuing permits, and providing fire safety education. Prevention staff are scheduled to work day shift. The Civilian support personnel work a traditional 5/40 day shift. To meet the scheduling requirements of TFD, Kronos will configure scheduling for Firefighters and Civilian support with advanced fill by rules for the Suppression Division. Kronos will also configure 1 vacation bid. TFD uses 2 RMS solutions for Fire and EMS (Zoll) so Kronos will configure our standard feeds for Zoll. The City of Tukwila uses Eden (Tyler) as its ERP. As part of the implementation, Kronos will use its standard accrual import from Eden to bring accrual balances into Workforce TeleStaff and Workforce TeleStaff will be configured so that the standard payroll export will utilize the existing Eden pay rule naming convention. PROPOSED SOLUTION Module:; . Project Type..; Workforce TeleStaff Enterprise New Workforce Telestaff Global Access New Workforce Telestaff Gateway Manager New Workforce Telestaff Contact Manager New Workforce Telestaff Bidding New Project duration is expected to be 20 weeks, based upon our experience with our customers and products. Depending upon the preparation and engagement of your organization, there may be opportunity to complete the project in a compressed duration. However, if project resources are unprepared or unavailable, the duration of the project may need to be extended, increasing the budget required to successfully complete this scope of work. Requests for additional scope or activities outside of this planned project scope may be accommodated through the change process. In either of these circumstances, Kronos may issue a change order to ensure the appropriate budget is available. Kronos will deliver the scope of this project utilizing a remote approach. City of Tukwila 1 KRONOS INCORPORATED CONFIDENTIAL Page 2 of 5 KNOWLEDGEPASS KnowledgePass*M is a subscription to an online educational portal. It provides enterprise access to tutorials, task simulations, job aids, sandboxes, webinars, and additional educational documents to help your team succeed. PROJECT APPROACH PROJECT LEADERSHIP Kronos will guide you through the life cycle of the project and provide best practices to implement your solution. As the main point of contact, your Kronos Project Manager utilizes a proven implementation methodology to align desired outcomes partnering with your project manager to achieve a successful project. PROJECT PLANNING Led by Kronos the project team will collaborate to establish the project plan. The project plan will detail tasks, responsibilities, and milestone dates and will be the foundation for project control. SOLUTION ASSESSMENT The solution assessment will provide the foundation for the design specifications required to implement your Kronos solution. Key areas of discussion will include current and future business processes, data integration requirements, testing and training strategies. Your team will participate in design workshops and demonstrate a clear understanding of the project goals, objectives, and critical business issues. WORKFORCE TELESTAFF DEPLOYMENT • 1 distinct assessments (rule sets) will be configured • 80 of licensed users • 3 divisions implementing • 0 Communications groups implementing • This is an implementation in the Kronos Private Cloud • 0 TeleStaff to Workforce Central Standard Interface Bundles included • 2 standard feeds included • 1 Auction Configurations are required (such as Assignment Builder, Position/Shifts, Roster/OT/Special Events, Vacation) SOLUTION BUILD During this phase, we will focus on the software, hardware, and integration configuration elements as documented in the solution design. In order to ensure that your organization is prepared to commence testing, project resources should take recommended training to ensure sufficient knowledge of the operational elements of the solution, allowing for testing that will accurately reflect end-user processes. TEST AND CERTIFY Based on the results of the Assessment Phase, your project team will develop a test plan and system test scripts for defined use cases. User Acceptance testing will be led by your team, utilizing your Kronos project team for support as required for issue resolution and knowledge transfer. City of Tukwila i KRONOS INCORPORATED CONFIDENTIAL Pogo 3of5 PROJECT SOLUTION SUMMARY This SOW represents a time and materials engagement. Travel expenses are not included and will be invoiced separately as incurred. Service Type'. Professional Services $30,720.00 Educational Services $575,00 $31,295.00 City of Tukwila i KRONOS INCORPORATED CONFIDENTIAL Page 4of5 SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE By: Title: 4'60 ,P - Date: 1 This Statement of Work is subject to City of Tukwila's agreement with Kronos governing Professional and Education Services. By signing below, City of Tukwila's authorized representative agrees to purchase the services described herein. ACCEPT City of Tu By: Title: ef( Date: tg a-, It vr" City of Tukwila may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated. All rights reserved. Copyright 2017. City of Tukwila j KRONOS INCORPORATED CONFIDENTIAL Page 5 of 5 ,4 KRONOS Quote#: 590566 - 1 Expires: 30 -MAR -2018 Sales Executive: Correia, Robert ORDER FORM Order Type: Standard US Date: 03 -JAN -2018 Page: 1/2 Bill To: CITY OF TUKWILA 6200 SOUTHCENTER BLVD TUKWILA WA 98188 United States Solution ID: 6146309 Ship To: Contact: Email: Ship To Phone: Attn:JOSEPH TODD CITY OF TUKWILA 6200 SOUTHCENTER BLVD TUKWILA WA 98188 United States Joseph Todd Joseph.todd@tukwilawa.gov 1 206 552-1280 Payment Terms: N30 Currency: USD Customer PO Number: FOB: Shipping Point Ship Method: Freight Term: Prepay & Add Order Notes: Initial Term: 3 Years Data Center: US Total Monthly Service Fees: $1,290.00 Billing Start Date: 120 Days from execution of Order Form Billing Frequency: Annual in Advance Renewal Term: 1 Year Your Kronos solution includes: SOFTWARE Item LicenselQty Total Price WORKFORCE TELESTAFF ENTERPRISE V6 80 Technology Consultant WORKFORCE TELESTAFF GLOBAL ACCESS V6 80 WORKFORCE TELESTAFF GATEWAY MANAGER V6 1 WORKFORCE TELESTAFF CONTACT MANAGER V6 80 30 Hours 112 Hours WORKFORCE TELESTAFF BIDDING V6 80 KNOWLEDGE PASS 1 Each Total Price 23,000.00, are media SUPPORT SERVICES Item PLATINUM SUPPORT SERVICE Duration 1 YR Total Price *Support values listed above are total for all applicable products in each section of this order form PROFESSIONAL SERVICES / EDUCATIONAL SERVICES Total Price 5,750.00 5,760.00 Item TSG TECHNICAL SERVICES Quantity 24 Hours Unit Price 215.00 Total Price 5,160.00 Technology Consultant 24 Hours 215.00 TSG PROFESSIONAL SERVICES 142 Hours 25,560.00 Project Manager Solution Consultant 30 Hours 112 Hours 180.00 180.00 KNOWLEDGE PASS 1 Each 0.00 0.00 ED SERVICES SUBSCRIPTION 1 Contract 575.00 575.00 Total Price 31,295.00 Kronos Incorporated 900 Chelmsford Street Lowell, MA 01851 +1 800 225 1561 www.kronos.com KRONOS Quote#: 590566 -1 Item CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE BASE FEE PER MONTH CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE PER EMPLOYEE PER MONTH Page: 2/2 Quantity 36 Total Price 36 45,000.00 QUOTE SUMMARY Description Subtotal Deposit Tax Total Price 1,440.00 46,440.00 Total Price 106,485.00 Grand Total 0.00 7,519.00 114,004.00 CITY Signature Name: Title: m Gl_ or Effective Date: z1) l i s Kronos Incorporated Signature: ^ Name: t r Title: Effective Date: Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found et http.Y/wvvw.redhat oom/licenses/,boss eula.htmi.Shipping and handling charges will be reflected on the final invoice. Kronos Incorporated 900 Chelmsford Street Lowell, MA 01851 +1 800 225 1561 www.kronos.com CLOUD HOSTING ADDENDUM SUPPLEMENTAL TERMS AND CONDITIONS This Cloud Hosting Addendum of Supplemental Terms and Conditions (the "Addendum") is made by and between Kronos and the City of Tukwila ("Customer") signing this Addendum ("Customer"). WHEREAS, Customer has entered into a license agreement (the "License Agreement") with Kronos to acquire licenses to certain Kronos software applications, as well as equipment and related services; WHEREAS, Customer desires to use those Kronos software applications in Kronos' managed cloud environment (the "Kronos Private Cloud") in accordance with the License Agreement and upon the supplemental terms and conditions herein, and Kronos desires to assist Customer in doing so. NOW, THEREFORE, in consideration of the mutual promises and covenants hereafter set forth, the parties agree as follows: 1. DEFINITIONS "Acceptable Use Policy" means the Kronos policy describing prohibited uses of the Cloud Services as further described at: https://www.kronos.com/policies/acceptable-use "Application(s)" means those Kronos software applications set forth on the applicable Order Form (or a schedule to the Order Form if Customer is only hosting a portion of the Applications for which Customer has a perpetual license) and which are made accessible to Customer for use in the Kronos Private Cloud under the terms of this Addendum. "Billing Start Date" means the date on which billing for the Cloud Services will commence, as indicated on the Order Form. "Cloud Services" means access to the password protected customer area of the Kronos Private Cloud and those services related thereto, all as further described at: http://www.kronos.com/products/workforce- central-cloud/cloud-guidelines.aspx "Customer Content" means all content Customer, or others acting on behalf of or.through Customer, posts or otherwise inputs into the Kronos Private Cloud. "Initial Term" means the initial billing term of the Cloud Services as indicated on the Order Form. The Initial Term commences on the Billing Start Date. Customer may have access to the Cloud Services prior to the commencement of the Initial Term. "Monthly Services Fee(s)" means the monthly fees described in the applicable Order Form. "Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be provided by Kronos, including without limitation the prices and fees to be paid by Customer. "Personally Identifiable Data" means information concerning individually identifiable employees of • Customer that is protected against disclosure under applicable law or regulation. "Production Environment" means the environment established for Customer's daily use of the Applications in a live environment throughout the Term. "Renewal Term" means the renewal billing term of the Cloud Services as indicated on the Order Form. "SLA(s)" means a service level agreement offered by Kronos for the Production Environment and attached to this Addendum as Exhibit A which contains key service level standards and commitments that apply to the Kronos Private Cloud. "SLA Credit" means the credit calculated in accordance with the SLA and offered by Kronos in the event of outages or interruptions in the delivery of the Cloud Services that result in a failure to meet the terms of the applicable SLA. "Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are incorporated into or otherwise related to the Cloud Services. Kronos may at its sole discretion replace a Supplier, provided that a change to Supplier will not have a materially adverse effect on the Cloud Services delivered by Kronos under this Agreement. "Temporary Environment" means a transient, non -production environment created to serve limited purposes for a limited time period, and identified on the applicable Order Form as a Temporary Environment. NVP 12.28.17v2 "Term" means the Initial Term and any Renewal Terms. 2. CLOUD SERVICES AND TERM 2.1 During the Term, Kronos will provide the Cloud Services for the Applications. Unless the Order Form indicates that the Applications are to be implemented in a Temporary Environment, the Applications will be deemed to be implemented in a Production Environment. 2.2 Billing for the Cloud Services commences on the Billing Start Date, and continues for the Initial Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Cloud Services shall automatically renew for an additional Renewal Term until either party provides notice of its intent not to renew at least sixty (60) days prior to the expiration of the then -current Term. 2.3 Kronos may suspend or terminate the Cloud Services upon notice in the event of any breach by Customer of this Addendum if such breach is not cured within thirty (30) days of the date of Kronos' written notice. No interruption shall be deemed to have occurred during, and no credits shall be owed for, any authorized suspension of the Cloud Services. 2.4 Customer may terminate the Cloud Services by written notice at any time during the term of the Addendum if Kronos materially breaches any provision of this Addendum, and such default is not cured within thirty (30) days after receipt of written notice from Customer. In the event of such termination by Customer, Customer shall pay Kronos within thirty (30) days all fees then due and owing for thc Cloud Services prior to the date of termination. 2.5 Customer may terminate any or all of the Cloud Services for convenience on no less than ninety (90) days prior written notice to Kronos. In the event of termination of any of the Cloud Services by Customer for convenience or by Kronos for cause during the Initial Term, Customer will pay to Kronos an early termination fee based on the following calculation: one (1) month of the then -current Monthly Services Fees for every twelve (12) month period (or portion thereof) remaining in the Initial Term. By way of example only, if Customer terminates the Cloud Services for convenience with fifteen (15) months remaining in the Initial Term, Customer will be responsible to pay Kronos two (2) months of the then - current Monthly Services Fees. 2.6 Customer Content shall be available to Customer to retrieve at any time and at no additional charge throughout the Term and for no more than thirty (30) days after expiration or termination of the Agreement for any reason. After such time period, Kronos shall have no further obligation to store or make available the Customer Content and will securely delete all Customer Content without liability of any kind. 2.7 In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, or files a petition seeking reorganization, thc other party may request adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion, within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other party. 3. CLOUD SERVICES, FEES AND PAYMENT 3.1 In consideration of the delivery of the Cloud Services, Customer shall pay Kronos the Monthly Services Fee for such Cloud Services as defined in the applicable Order Form. The Monthly Services Fee shall commence on the Billing Start Date and will be invoiced on the "Billing Frequency" indicated on the Order Form. When billed annually in advance, Kronos will invoice Customer an amount equal to twelve (12) months of the Monthly Services Fees for the Cloud Services annually in advance for each year during the Term commencing on the Billing Start Date. The Billing Start Date for the Monthly Service Fees for any Cloud Services ordered by Customer after the date of this Agreement which are NVP 12.28.17v2 incremental to Customer's then -existing Cloud Services shall be the date the applicable Order Form is executed by Kronos and Customer. 3.2 All fees payable for the Cloud Services shall be sent to the attention of Kronos as specified on the invoice. Unless otherwise indicated on an Order Form, payment for alt items shall be due 30 days following date of invoice. Customer is responsible for all applicable federal, state, country, provincial or local taxes relating to the Cloud Services (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos' income or business privilege. Customer may be required to purchase additional Cloud Services to address infrastructure requirements as released by Kronos for a new version of a particular Application. 3.3 If any amount owing under this or any other agreement for Cloud Services is thirty (30) or more days overdue, Kronos may, without limiting Kronos' rights or remedies, suspend Cloud Services until such amounts are paid in full. Kronos will provide at least seven (7) days' prior written notice that Customer's account is overdue before suspending Cloud Services. 3.4 At the commencement of each Renewal Term, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The increased Monthly Service Fees will be reflected in the invoice following the effective date of such increase without additional notice. Customer may be required to purchase additional Cloud Services to address increased infrastructure requirements for a new version of a particular Application as released by Kronos. Any additional Cloud Services will be set forth on an Order Form to be mutually agreed upon by Customer and Kronos. 4. ACCEPTABLE USE 4.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Cloud Services, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Agreement. Customer is responsible for all activities undertaken under the auspices of its passwords and other login credentials to use the Cloud Services. 4.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in connection with the Cloud Services. Customer represents and warrants to Kronos that the Customer Content will comply with the Acceptable Use Policy. 4.3 Customer will not use, or allow the use of, the Cloud Services in contravention of the Acceptable Use Policy. 4.4 Kronos may suspend the Cloud Services immediately upon written notice in the event of any security risk, negative impact on infrastructure or Acceptable Usc Policy violation. s. MAINTENANCE Monthly Service Fees are in addition to the fees Customer pays for annual maintenance and support under the License Agreement. Customer must maintain the Software under an active maintenance plan with Kronos throughout the Term. If Kronos, its Suppliers, or the local access provider, as applicable, requires access to Customer sites in order to maintain or repair access to the Kronos Private Cloud, Customer shall cooperate in a timely manner and reasonably provide such access and assistance as necessary. 6. CUSTOMER CONTENT Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Customer will ensure that all Customer Content conforms with the terms of this Agreement and applicable law. Kronos and its Suppliers may, but shall have no obligation to, access and monitor Customer Content from time to time to provide the Cloud Services and to ensure compliance with this Agreement and applicable law. Customer is solely responsible for any claims related to Customer Content and for properly handling and processing notices that are sent to Customer regarding Customer Content. NVP 12.28.17v2 7. CONNECTIVITY AND ACCESS Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Kronos Private Cloud (including any and all related hardware, software, third party services and related equipment and components required for access); and (b) provide Kronos and Kronos' representatives with physical or remote access to Customer's computer and network environment as mutually agreed upon may be reasonably necessary in order for Kronos to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations under the Agreement. 8. INDEMNIFICATION 8.1 Customer shall defend Kronos, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the "Kronos Indemnified Parties") harmless, from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a "Claim") alleging that: (a) employment-related claims arising out of Customer's configuration of the Cloud Services; (b) Customer's modification or combination of the Cloud Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. Kronos will cooperate fully at Customer's expense with Customer in the defense, settlement or compromise of any such action. Customer will indemnify and hold harmless the Kronos Indemnified Parties against any Liabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees) actually awarded to a third party as a result of such Claims by a court of applicable jurisdiction or as a result of Customer's settlement of such a Claim. 8.2 The Kronos Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice, the purported indemnifying party shall be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the indemnifying party's rights above. 9. SERVICE LEVEL AGREEMENT Kronos shall provide the service levels and associated credits, when applicable, in accordance with the Service Level Agreement attached hereto as Exhibit A and which is hereby incorporated herein by reference. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE OR INTERRUPTION OF THE CLOUD SERVICES OR FAILURE BY KRONOS TO MEET THE TERMS OF THE APPLICABLE SERVICE LEVEL AGREEMENT, SHALL BE THE REMEDIES PROVIDED IN EXHIBIT A. 10. LIMITATION OF LIABILITY IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS, INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL CLOUD SERVICES (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR NVP 12.28.17v2 APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR. 11. DATA SECURITY 11.1 As part of the Cloud Services, Kronos shall provide those administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer data as described at: http://www.kronos.com/products/workforce-central-cloud/cloud-guidelines.aspx Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security -related safeguard as just one tool to be used as part of Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties under the Agreement. 11.2 As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data supplied to Kronos is accurate. Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos' Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for Kronos to carry out Kronos' duties and responsibilities under the Agreement or as required by law. 11.3 Prior to initiation of the Cloud Services and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's industry and which could be imposed on Kronos as a result of provision of the Cloud Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable Data by Kronos or Kronos' Supplier's data center is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations. DATED: CITY OF TUKWILA: BY: NAME: Iq 114 n CCK Cx24 TITLE: or NVP 12.28.17v2 KRONOS: BY:( ,dd 1/0t NAME:r%j(16 Lc r EXHIBIT A SERVICE LEVEL AGREEMENT (SLA) Service Level Agreement: The Applications, in a production environment, are provided with the service levels described in this Exhibit A. SLAs are only applicable to production environments. SLAs will be available upon Customer's signature of Kronos' Go Live Acceptance Form for Customer's production environment. 99.75% Application Availability Actual Application Availability % = (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly Minutes (MM), but not including Excluded Events Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer's production environment hosted by Kronos and end when Kronos has restored availability of the Applications. Failure to meet the 99.75% Application Availability SLA, other than for reasons due to an Excluded Event, will entitle Customer to a credit as follows: Actual Application Availability % (as measured in a calendar month) Service Credit to be applied to Customer's monthly invoice for the affected month <99.75% to 98.75% 10% <98.75% to 98.25% 15% <98.25% to 97.75% 25% <97.75 to 96.75% 35% <96.75 50% "Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the Applications for reasons other than an Excluded Event. "Excluded Event" means any event that results in an Outage and is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, including without limitation Customer Content, failures or malfunctions resulting from circuits provided by Customer, any inconsistencies or changes in Customer's source environment, including either intentional or accidental connections or disconnections to the environment; (c) Force Majeure events; (d) expected downtime during the Maintenance Periods described below; (e) any suspension of the Cloud Services in accordance with the terms of the Agreement to which this Exhibit A is attached; (f) the unavailability of required Customer personnel, including as a result of failure to provide Kronos with accurate, current contact information; or (g) using an Application in a manner inconsistent with the Documentation for such Application. "Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Cloud Services, when downtime may be necessary, as further described below. The Maintenance Period is used for purposes of the Service Credit Calculation; Kronos continuously maintains the production environment on a 24x7 basis to reduce disruptions. Customer Specific Maintenance Period 1. Customer will choose one of the following time zones for their Maintenance Period: a. United States Eastern Standard Time, b. GMT/UTC, c. Central European Time (CET) or d. Australian Eastern Standard Time (AEST). 2. Customer will choose one of the following days of the week for their Maintenance Period: Saturday, Sunday, Wednesday or Thursday. 3. Kronos will use up to six (6) hours in any two (2) consecutive rolling months (specifically: January and February; March and April; May and June; July and August; September and October; November and NVP 12.28.17v2 December) to perform Customer Specific Maintenance, excluding any customer requested Application updates. Downtime in excess of these six (6) hours will be deemed to be an Outage. 4. Customer Specific Maintenance will occur between 12am-6am during Customer's selected time zone. 5. Excluding any customer requested Application updates, Kronos will provide notice for planned downtime via an email notice to the primary Customer contact at least seven (7) days in advance of any known downtime so planning can be facilitated by Customer. 6. Customer Specific Maintenance Windows also include additional maintenance windows mutually agreed upon by Customer and Kronos. 7. In absence of instruction from Customer, Kronos will by default perform Maintenance in the time zone where the Data Center is located. Non -Customer Specific Maintenance Period Kronos anticipates non -Customer Specific Maintenance to be performed with no or Iittle (less than three hours per month) Customer downtime. If for any reason non -Customer Specific Maintenance requires downtime, Kronos will provide as much notice as reasonably possible of the expected window in which this will occur. Downtime in excess of three (3) hours per month for Non -Customer Specific Maintenance will be deemed to be an Outage. "Monthly Minutes (MM)" means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month. "Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Cloud Services are unavailable as the result of an Outage. Reporting and Claims Process: Service Credits will not be provided if: (a) Customer is in breach or default under the Agreement at the time the Outage occurred; or (b) the Outage results from an Excluded Event. If Kronos does not provide the appropriate Service Credit as due hereunder, Customer must request the Service Credit within sixty (60) calendar days of the conclusion of the month in which the Service Credit accrues. Customer waives any right to Service Credits not requested within this time period. All performance calculations and applicable Service Credits are based on Kronos records and data unless Customer can provide Kronos with clear and convincing evidence to the contrary. The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of doubt, Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating Service Credits. Customer acknowledges that Kronos manages its network traffic in part on the basis of Customer's utilization of the Cloud Services and that changes in such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Cloud Services than what is contracted with Kronos and such change creates a material and adverse impact on the traffic balance of the Kronos network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to resolve the issue. NVP 12.28.17v2 Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Phone: (978)250-9800 Page: 1 / 5 KRONOS SALES, SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR -022811.1 City of Tukwila ("Customer") and Kronos agree that the terms and conditions set forth in this Agreement shall apply to all Kronos Equipment, Software, Professional and Educational Services, Support, and such other Kronos offerings, as specified on an order form (an "Order Form") signed by the parties which expressly references this Agreement (or is signed contemporaneously hereto). }Crones and Customer hereby agree that the terms and conditions of this Agreement apply to any Order Form executed by Kronos and Customer which expressly references this Agreement (including any Order Form signed contemporaneously with this Agreement regardless of the appearance of any express reference to this Agreement). Either party may discontinue usc of this Agreement for future orders upon thirty (30) days prior written notice to the other party, provided however that any Order Form signed by the parties prior to the effective date of such notice shall remain in effect unless otherwise specifically terminated in accordance with the terms of this Agreement. Kronos may require additional terms and conditions for the sale or license of products or services not contemplated by this Agreement (including without limitation those that may be related to international services) provided that no such additional terms and conditions shall be binding upon Customer without Customer's prior written consent. Notwithstanding, Kronos will not be obligated to accept or approve an order for any products or services for which such additional terms and conditions are required. All orders are subject to the approval of Kronos' corporate office in Chelmsford, Massachusetts. This Agreement and the Order Form shall supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items ordered. 1. PAYMENT AND DELIVERY Unless otherwise set forth in this Agreement, payment terms are indicated on the Order Form or other contemporaneous ordering document containing product -specific payment terms signed by the parties. Delivery terms are as stated on the Order Form ("Delivery"), Kronos will invoice Customer for products upon Delivery. Unless otherwise set forth on the Order Form, Professional and Educational Services are provided on a time and materials basis, invoiced monthly as rendered. Customer agrees to pay all applicable taxes levied or based on the products, services or other charges hereunder, including state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by Kronos, exclusive of taxes based on net income. Customer agrees to pay a late charge of one percent (1%) per month, (but not in excess of the rate allowed by law), on any overdue amounts not the subject of a good faith dispute. 2. GENERAL LICENSE TERMS Kronos owns or has the right to license the Software. The Software and Software documentation are confidential and may not be disclosed to a third party without Kronos' written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below. 'Crones grants to Customer a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by Kronos by written notice to Customer upon any material breach of this Agreement by Customer which remains uncured for a period of thirty (30) days after such written notice from Kronos. Upon such termination of this license by !Crones, Customer will have no hater right to usc the Software and will return the Software media to Kronos and destroy all copies of the Software (and related documentation) in Customer's possession or control. This license is subject to all of the terms of this Agreement. 3. FEE BASED LIMITATIONS Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer. Limitations, which are set forth on the Order Form, may include the number of employees, simultaneous or active users, Software product modules, Software features, computer model and serial number and partition, and/or the number of telephone lines or terminals to which the Software is permitted to be connected. Customer agrees to: i) use the Software only for the number of employees, simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the applicable license fee; ii) use only the product modules and/or features permitted by the applicable license fees; and iii) use the Software only in support of Customer's own business. Customer agrees not to increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features, or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase/upgrade. Customer may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of Kronos. 4. OBJECT CODE ONLY Customer may use the computer programs included in the Software (the "Programs") in object code form only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. The Programs include components owncd by third parties. Such third party components are deemed to be Software subject to this Agreement. Customer shall not use any of the Programs (or the data models therein) except solely as part of and in connection with the Software and as described in the published documentation for such Software. Customer shall indemnify and hold harmless Kronos for all damages or liability caused by Customer's failure to comply with the foregoing restriction. 5. PERMITTED COPIES Customer may copy the Programs as reasonably necessary to load and execute thc Programs and for backup and disaster recovery and testing purposes only, except for additional copies of thc Teletime Software and the Kronos iSeries (which must be licensed separately). All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this license, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer. 6. UPDATES In the event that Kronos supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby. 7. EXPORT Customer acknowledges that thc Equipment and Software may be restricted by thc United States Government or by the country in which the Equipment or Software is installed from export to certain countries and certain organizations and individuals, and agrees to comply with such laws. Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Customer and shall indemnify Kronos for any noncompliance which results in damages or liability for Kronos. Customer's obligations hereunder shall survive the termination or expiration of this Agreement. Customer must obtain Kronos' prior written consent before exporting the Software. NVP 12.28.17 Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Phone: (978)250-9800 Page: 2 / 5 8. FIRMWARE Customer may not download firmware updates for the Kronos Equipment unless Customer is maintaining such Equipment under a support plan with Kronos. If Customer is not maintaining the Equipment under a support plan with Kronos, Kronos shall have the right to verify Customer's Kronos Equipment to determine if Customcr has downloaded any firmware to which Customer is not entitled. If Customer has downloaded firmware for the Kronos Equipment to which Customer is not entitled, Customer shall be responsible to pay Kronos for such updated firmware in accordance with Kronos' then -current support policies. 9. TRAINING POINTS Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor -led training sessions offered by Kronos. Available instructor -led sessions are listed at jtttp://customcr.Kronos.com and each session has the Training Points value indicated. Training Points may be redeemed at any time within 12 months of the date of the applicable Order Fort, at which time they shall expire. Training Points may not be exchanged for other Kronos products and/or services. Kronos will invoice Customer for the Training Points identified in the Order Form upon execution of such Order Form with payment due upon the payment terms indicated in such Order Form. 10. ACCEPTANCE For Customer's initial purchase of each Equipment and Software product Kronos shall provide an acceptance test period (the "Test Period") that commences upon Installation. Installation shalt be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on Customer's server(s); and c.) implementation team training, if any, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the Kronos published electronic documentation, ("Specifications"). The Test Period shall be for 30 days. If Customer has not given Kronos a written deficiency statement specifying how the Equipment or Software fails to meet the Specifications ("Deficiency Statement") within the Test Period, the Equipment and Software shall be deemed accepted. If Customer provides a Deficiency Statement within the Test Period, Kronos shall have 30 clays to correct the deficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or Kronos may terminate this Agreement. Upon any such termination, Customer shall return all Equipment and Software (and related documentation) to Kronos, and Kronos shall refund any monies paid by Customer to Kronos for the returned Equipment and Software. Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test. 11. LIMITED WARRANTY Kronos warrants that all Kronos Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from Delivery. In the event of a breach of this warranty, Customer's exclusive remedy shall be Kronos' repair or replacement of the deficient Equipment and/or Software media, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the Specifications. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) or Software media in the event of: (a) (b) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use; failure of Customer to provide and maintain a suitable installation environment, as specified in the Specifications; or (c) malfunctions resulting from the use of badges or supplies not approved by Kronos. Whcn using and applying the information generated by Kronos products, Customer is responsible for ensuring that Customer complies with the applicable requirements of federal and state law. If Customer is licensing Workforce Payroll Software or Workforce Absence Management Software: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using such Software, (ii) using such Software docs not release Customer of any professional obligation concerning the preparation and review of such reports and documents,(iii) Customer does not rely upon Kronos, Best Software, Inc. or such Software for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents, and (iv) Customer will review any calculations made by using such Software and satisfy itself that those calculations are correct. 12. INDEMNIFICATION Kronos agrees to indemnify Customer and to hold it harmless from and against any and all claims, costs, fees and expenses (including reasonable legal fees) relating to actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer by virtue of Customer's use of the Software as delivered and maintained by Kronos, provided that: i) Kronos is given prompt written notice of any such claim and has sole control over the investigation, preparation, defense and settlement of such claim; and, ii) Customer reasonably cooperates with Kronos in connection with the foregoing and provides Kronos with all information in Customer's possession related to such claim and any further assistance as reasonably requested by Kronos. Kronos will have no obligation to indemnify Customer to the extent any such claim is based on the use of the Software with software or equipment not supplied by Kronos. Should any or all of the Software as delivered and maintained by Kronos become, or in Kronos' reasonable opinion be likely to become, the subject of any such claim, Kronos may at its option: i) procure for Customer the right to continue to use the affected Software as contemplated hereunder; ii) replace or modify the affected Software to make its use non -infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon thirty (30) days prior written notice to Customer. In such event of termination, Customer shall be entitled to a pro -rata refund of all fees paid to Kronos for the affected Software, which refund shall be calculated using a five year straight- line depreciation commencing with the date of the relevant Order. Additionally, Kronos agrees to be liable for tangible property damage or personal injury caused solely by the negligence or willful misconduct of its employees. 13. PROFESSIONAL AND EDUCATIONAL SERVICES (a) TRAVEL EXPENSES Customer agrees to reimburse Kronos for all reasonable and necessary travel incurred by Kronos in the performance of any professional and/or educational services pursuant to this Agreement, provided that such travel complies with the then current Kronos Travel and Expense Policies. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, plus an administrative fee of ten percent (10%) of the amount of such travel expenses, incurred by Kronos to deliver purchased professional services and/or educational services in accordance with the Kronos Travel and Expense Policies. Customer will be billed by Kronos for such travel expenses and payment thereof shall be due net 30 days. NVP 12.28.17 Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Phone: (978)250-9800 Page: 3 / 5 (b) ENGAGEMENTS Unless otherwise indicated on the Order Form, Professional and Educational Services ("Professional Services") shall be provided on a time and material basis at the rates set forth in the Order Form. If a dollar limit is stated in the Order Form or any associated statement of work ("SOW"), the limit shall be deemed an estimate for Customer's budgeting and [Crones' resource scheduling purposes. After the dollar limit is expended, Kronos will continue to provide Professional Services on a time and materials basis, if a Change Order or Schedule of Services for continuation of the Professional Services is signed by the parties. (c) WARRANTY Kronos warrants that all professional and educational services performed under this Agreement shall be performed in a professional and competent manner. In the event that /Crones breaches this warranty, and Customer so notifies Kronos within 30 days of receipt of invoice for the applicable services, the Customer's sole remedy and Kronos' exclusive liability shall be to re -perform the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to Customer. (d) KRONOS PROFESSIONAL/EDUCATIONAL SERVICES POLICIES Kronos' then -current ProfessionaVEducational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW and may be accessed at )sttp://www.kronos.cora/Support%ProfessionalServicessngattementPolicies.lttm ("Professional Services Policies"). In the event of a conflict between the Professional Services Policies and this Agreement, the terns of this Agreement shall prevail. 14. SOFTWARE SUPPORT SERVICES (a) SUPPORT OPTIONS Customer may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus) support ("Service Type"), each providing different service coverage periods and/or service offerings, as specified herein ("Service Offerings") and in the Kronos Support Service Policies (defined below). Customer must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Customer is purchasing support services for Visionware Software, Customer may only purchase Gold Service Type for the Visionware Software). All Updates shall be provided via remote access. Customer may purchase support services for Equipment in accordance with the teens and conditions of Kronos' standard Equipment Support Services Agreement a copy of which is available upon request and is located at: jtttp://www.laonos.cora/Legal/EquipmentSuppottAgr.aspx . (b) EXTENDED SUPPORT PROGRAM (DELL SERVERS) Customers purchasing the Extended Support Program (as indicated on the Order Form) for their Dell servers purchased from !Crones shall receive a specialized, bundled set of Kronos Support Services. Because of the specialized nature of these services, the terms and conditions located at brty://www.kronos.conaegal/SupplementalTerms.aspx shaft supersede the provisions of this Agreement for the Extended Support Program. (c) TERM OF SOFTWARE SUPPORT Unless otherwise indicated on the Order Form, support service shall commence on the Software Delivery date and shall continue for an initial tern of one (1) year. Support service shall automatically renew for additional one year terms on the anniversary date of its commencement date, unless either party notifies the other in writing sixty (60) days prior to that anniversary renewal date. After the one year initial term of this Agreement, the Service Offerings provided and the Service Coverage period are subject to change by Kronos with sixty (60) days advance written notice to Customer. For the initial two (2) renewal years the annual support fee, for the same products and service type, will not increase by more than 4% over the prior year's annual support fee. (d) GOLD SERVICE OFFERINGS Customer shall be entitled to receive: (i) Updates for the Software (not including any Software for which 'Crones charges a separate license fee), provided that Customer's operating system and equipment meet minimum system configuration requirements, as reasonably determined by Kronos. If Customer requests 'Crones to install such Updates or to provide retraining, Customer agrees to pay Krone's for such installation or retraining at Kronos' then -current time and materials rate. (ii) Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for service during the Service Coverage Period. The Service Coverage Period for the Gold Service Offering is 8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding !Crones holidays. (iii) Web -based support including access to Software documentation, FAQ's, access to Kronos knowledge base, Customer forums, and e -case management. Such offerings are subject to modification by Kronos. Current offerings can be found at jtttp://www kronos.com/services/support-services.asax (iv) Web -based remote diagnostic technical assistance which may be utilized by Kronos to resolve Software functional problems and user problems during the Service Coverage Period. (v) Access to specialized content as and when made available by Kronos such as technical advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e -Learning, HR Payroll Answerforce and service case studies. (e) PLATINUM AND PLUS SERVICE OFFERINGS: Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage Period for the Platinum Service Offering is 24 hours a day, seven days a week, 365 days a year. Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, customers purchasing the Plus option shall receive the services of a dedicated, but not exclusive, Kronos Technical Account Manager ("TAM") for one production instance of the Software. Customers purchasing the Gold -Plus option shall designate up to one primary and one secondary backup technical contacts ("Technical Contacts") to be the sole contacts with the TAM, while customers purchasing the Platinum -Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Customer may designate additional and/or backup Technical Contacts. Customer is required to place alt primary Technical Contacts through Kronos product training for the Software covered under this Agreement at Customer's expense. Customers purchasing the Platinum -Phis option shall also receive a one day pet year visit to be performed at the Customer location where the Software is installed. During NVP 12.28.17 Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Phone: (978)250-9800 Page: 4 / 5 this onsite visit, Kronos shall work with Customer to identify ways to help Customer increase functionality or maximizc utilization of the Software in Customer's specific environment. Customer must be utilizing the then -current version of the Software. Travel and expenses are not included and shall be paid by Customer. (1) PAYMENT Customer shall pay annual support charges for the initial teim in accordance with the payment terms on the Order Form and for any renewal tens upon receipt of invoice. Customer shall pay additional support charges, if any, and time and material charges upon receipt of invoice. (g) ADDITION OF SOFTWARE Additional Software purchased by Customer during the initial or any renewal term shall be added to this Agreement at the same support option as the then current Software support coverage in place under these terms. Customer agrees to pay the charges for such addition, and any such addition shall be automatically renewed as provided in these terms. (h) RESPONSIBILITIES OF CUSTOMER Customer agrees (i) to provide Kronos personnel with full, free and safe access to Software for purposes of support, including use of Kronos' standard remote access technology, if required; (ii) to maintain and operate the Software in an environment and according to procedures which conform to the Specifications; and (iii) not to allow support of the Software by anyone other than Kronos without prior written authorization from Kronos. Failure to utilize Kronos' remote access technology may delay Kronos' response and/or resolution to Customer's reported Software problem. If Customer requires the use of a specific remote access technology not specified by Kronos, then Customer must purchase the Plus option to receive support and provide Kronos personnel with full, free and safe access to the remote access hardware and/or software. (i) DEFAULT Customer shaU have the right to terminate•Kronos support services in the event that Kronos is in breach of the support services warranty set forth below and such breach is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, Kronos shall refund to Customer on a pro -rata basis those pre -paid annual support fees associated with the unused portion of the support term. Kronos reserves the right to terminate or suspend support service in the event the Customer is in default under this Agreement with Kronos and such default is not corrected within fifteen (15) days after written notice. In addition, the support services will terminate and all charges due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its assets assigned by law. (j) WARRANTY Kronos warrants that all support services shall be performed in a professional and competent manner. (k) KRONOS SUPPORT SERVICE POLICIES Kronos' then -current Support Services Policies shall apply to all Support Services purchased and may be accessed at: htto://www.kronos,com/Suopott/SupportServicesPolicies,litna ("Support Policies"). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail. 15. KNOWLEDGEPASS EDUCATION SUBSCRIPTION: The parties hereby agree that the following terms shall apply to Customer's purchase of the Kronos KnowledgePass Education Subscription only, if specified on the Order Form: (a) Scope: The KnowledgePass Education Subscription is available to customers who are licensing Kronos' Workforce Central and iSeries Timekeeper Software products and who arc maintaining such products under a support plan with Kronos. The KnowledgePass Education Subscription provides access via the internet to certain educational offerings provided by Kronos (the "KnowledgePass Content"), including: • Product and upgrade information for project teams and end users • Hands-on interactive instruction on common tasks • Self --paced tutorials covering a range of topics • Joh aids • Knowledge assessment and reporting tools to measure progress • Webinars (b) Term of Subscription: The KnowledgePass Education Subscription shall run co-terminously with Customer's Software Support, and shall renew for additional one (1) year terms provided Customer renews its KnowlcdgePass Education Subscription as provided below, (c) Payment: Customer shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Fort. Kronos will send Customer a renewal invoice for renewal of the KnowledgePass Education Subscription at least forty five (45) days prior to expiration of the then current term KnowledgePass Education Subscription shall renew for an additional one (1) year term if Customer pays such invoice before the end of the initial term or any renewal term. (d) Limitations: Customer recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos. Customer is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Customer's internal use and may not disclose such KnowledgePass Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of Kronos, provided that Customer may download and modify contents of Training Kits solely for Customer's internal use. (e) Train -the -Trainer Program (TTT): Certification under the Train -the -Trainer Program is valid only for the point release of the Software for which the TTT Program is taken, and covers only the Customer employee who completes the TTT Program. 16: CONFIDENTIAL INFORMATION "Confidential information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the NVP 12.28.17 Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Phone: (978)250-9800 Page: 5 / 5 disclosing party; and ii) identified as "confidential" at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of thc information itself. Additionally, the terms, conditions and pricing contained in this Agreement and the Order Form, the Software (and Software documentation), and the Specifications shall be deemed to be Kronos' Confidential Information. Each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party's Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party. The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information unless such disclosure is required by law. This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing party's confidential information, which can be shown by tangible evidence; or (e) was required to be disclosed by applicable law; provided that the receiving party notifies the disclosing party of such requirement prior to disclosure, and provided further that the receiving party makes diligent efforts to limit disclosure. 17. MARKETING ACTIVITIES Customer agrees that Kronos may use Customer's name as part of Kronos' published customer lists. Upon Kronos' request, Customer will participate in mutually beneficial marketing and public relations activities with Kronos. All content shall be subject to the prior review and approval of Customer, such approval not to be unreasonably withheld. 18. LIMITATION OF LIABILITY CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL KRONOS' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR THIRD PARTY LICENSOR'S LIABILITY TO A CUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO THE CLAIM, AND IN NO EVENT WILL KRONOS OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER'S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT. 19. GENERAL (a) This Agreement shall be governed by Washington law. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement. (b) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect, (c) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kronos and any purported assignment, without such consent, shall be void. (d) Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, storm or other acts of God. Both parties agree to use their best efforts to minimize the effects of such failures or delays. (e) All notices given under this Agreement shall be in writing and sent postage pre -paid, if to Kronos, to the Kronos address on the Order Form, or if to Customer, to the billing address on the Order Fort. (1) [Intentionally Omitted). (g) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. ((h) The parties agree that if this Agreement is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement. i) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with thc applicable Order Form, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements other than those contained on the Order Form. Customer has not relied on the availability of any future version of the Software or Equipment identified on an Order Fonn, nor any other future product in executing this Agreement. (j) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(1 X2) of thc. Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is Kronos Incorporated, 297 Billerica Road, Chelmsford, MA. DATED:_ CITY OF 2,...,,i 2/ i`ICRONOS i ---- — BY: 114 NAME: 8 I I & r1 r' U ; TITLE: rvx 0,40 a n •I bp‘P'2.1191 pi, • NAME:1 1 \Ct TITLE, NVP 12.28.17 6J mcreee--