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HomeMy WebLinkAboutA6728 - KRONOS INC - UPGRADE & PROVIDE CLOUD HOSTING SVCS TO FIRE DEPT SCHEDULING SOFTWARE �/A KRONOS° RETURN TO: CITY CLERK CITY OF PALM SPRINGS BOX 2743 PALM SPRINGS,CA 92263 ORDER FORM Quote#: 494968- 1 Order Type: Upgrade US Expires: 31-JUL-2015 Date: 13-JUL-2015 Sales Executive: Correia, Robert Page: 112 Bill To: CITY OF PALM SPRINGS Ship To: Attn:ROBERT WRIGHT 300 NORTH EL CIELO RD PALM SPRINGS FIRE PALM SPRINGS 300 NORTH EL CIELO RD CA 92262 PALM SPRINGS United States CA 92262 United States Solution ID: 6105620 Contact: Robert Wright Email: Robert.Wright@palmsprings-ca.gov Ship To Phone: Payment Terms: N30 FOB: Shipping Point Currency: USD Ship Method: Customer PO Number: Freight Term: Prepay&Add Order Notes: Contact: Robert Wright 760-323-8183 Robert.Wright@paimsprings-ca.gov Customer will continue support on the Telestaff Web Access V2-TSG Hosted product.Customer may renew or terminate the Telestaff Web Access V2-TSG Hosted product support services in accordance with the terms of the Agreement. Kronos will invoice Customer each month in arrears for Voxeo service usage fees for the total actual number of metered minutes used each month(the" Minute Usage Fee")at a rate of$0.13 per minute. Your Kronos solution includes: SOFTWARE Item License/Qty Total Price WORKFORCE TELESTAFF GLOBAL ACCESS V4 75 ASPECT-VOXEO PROPHECY SERVICE 1 Total Pricel 1,875.00 SUPPORT SERVICES DurationItem PLATINUM SUPPORT SERVICE 1 YR 468.75 Total Pricel 468.75 'Support values listed above are total for all applicable products in each section of this order form Kronos I Time&Attendance • Scheduling • Absence Management • HR& Payroll • Hiring Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800)225-1561 (978)250-9800 www.kronos.com W� KRONOS° Quote#: 494968- 1 Page: 2/2 PROFESSIONAL SERVICES / EDUCATIONAL SERVICES Item Quantity Unit Price Total Price KNOWLEDGE PASS 1 Each 0.00 0.00 ED SERVICES SUBSCRIPTION 1 Contract 575.00 575.00 PROFESSIONAL SERVICES-TELESTAFF 24 Hours 150.00 3,600.00 Solution Consultant 24 Hours 150.00 PROFESSIONAL SERVICES-ADDON ADVANCED CONFIGURATION 50 Hours 150.00 7,500.00 TELESTAFF Solution Consultant 50 Hours 150.00 PROFESSIONAL SERVICES-TECHNICAL SERVICES TELESTAFF 32 Hours 182.75 5,848.00 Technology Consultant 32 Hours i 182.75 Total Price 17,523.00 Item Quantity Total Price CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE BASE FEE PER MONTH 12 15,000.00 CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE PER EMPLOYEE PER MONTH 12 450.00 Total Pricel 15,450.00 QUOTESUMMARY Description Total Price Subtotal 35,316.75 Deposit 0.00 Tax 0.00 Grand Total 35,316.751 APPROVED BY CRY COUNCIL CITY OF PALM SPRINGS Kronos Incorporated Signature. Signature: Name: David H. Ready Name: Title: City Manager Title: Effective Date: '7 0 Effective Date: Invoice amount will reflect deposit received.All professional s 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 c itions which the customer acknowledges have been read. THIS ORDER IS SUBJECT TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THI RDER/S ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBossO Enterprise Middlewars components embedded in the Software are subject to the End User License Agreement found at http://www.redhat.comAicep5eS4dq e L hi� g and handling charges will be reflected on the final invoice. FORM ATTEST: !YATTORNEY nA � a/• ��5� JtLJ(clerk Kronos I Time &Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • LaborAnalytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800)225-1561 (978)250-9800 w Aronos.com V 4 KRONOS Quobelf: 494MB-1 Page: 22 PROFESSIONAL SERVICES I EDUCATIONAL SERVICES KNOWLEDGE PASS 1 Each 0.001 0.00 ED SERVICES SUBSCRIPTION 1 CcnVact 575.00 575. PROFESSIONAL SERVICES-TELESTAFF 24 Hour$ 150.00 3,600.00 Solu4m Cormean 24 Haom 160.00 -PROFESSIONAL SERVICES.ADDON ADVANCED CONFIGURATION 50 Hours 150.00 7,500.00 TELESTAFF Salulon Comftn 50 Houm 150.00 PROFESSIONAL SERVES-TECHNICAL SERVICES TELESTAFF 32 Hours 162.75 5448.00 Toduwkw COWIM432 Houm 192.76 Total Price ITAM00 CLOUD HOSTING VIORKFORCE TELE5TAFF ENTERPRISE BASE FEE PER MONTH 12 71, CLOtID HOSTING WORKFORCE TELESTAFF ENTERPRISE PER EMPLOYEE PER MONTH 12 Tool Pda QUOTE SUMMARY Suptala1 35,316,75 Depose 0.00 e 1 000 APPROM BY CRY C01 WA. IAA-& }Q 60l $ CITY OF PALM SPRINGS Kronos Incorporated Signature: Slgnaturet ON, Name: David H. Ready Name. rY'.Gf Title: City Manager Title: Effective Date: _ •ll' 6002 Effeetive Date: �5tyf 1 rneke emoura Ms mfiW depoa9 r"wmd.AN profeWkral k�Tlw -IS hd tm de5wmd u48r a payment temr of Net Upon Reatbl.Unless othonWse a6affied abow.No aderis t0 Me MaCBed terms aMrJr fpe cusfanwadawwWpas haw been reed. THIS ORDER IS SUBJECT TO APPLICABLE TAXES.THE TAX AMOUNT SHOWN ON DI&YAN ESTIMATE THE ACTUAL TAX AMOUNT TO aE PAID BY 570AIER WILL eE SHOPAW ON CUSTOMER'S INVOICE.The JSmw8 EMerprw M/A k componeMa embedded In Ore Sa u"em ar&b to the M UsarLknow Agresmenf AXmd,r NOJAn rkbV. jr1QAA IxNMkrD a�9es wiB be raMctad on dre hW lnwfp. ATTEST: ATTORNEY DATE #L**'/•�lSr tty clenc Kronoa I Time&Attendance • Scheduling Absence Management • HR&Payroll • Hiring • Labor Analytics Kronos Ir400rporawd 207 BdWka Road Cheknsiard.MAC 1$24 (800)225.1581 (978)250.9500 vnrer kronor cam Ar 1 KRQN0S ■ Statement of Work City of Palm Springs - 6105620 Upgrade TeleStaff v2.x to Workforce TeleStaff v4 in the Kronos Cloud Sales Executive Robert Correia Prosales Consultant E)tpiradon Date 7/31/2015 Service Portfolio Consultant Howard Stohlman Customer Name City of Palm Springs File Name Control to 2015-18032 SOW Croats Date 5/1/2015 Revision# 2 ProjedType Upgrade&Services Status Approved (c)2015,Kronos Incorporated. All rights reserved. Information within is subject to change without notice. CONFIDENTIAL-Not to be disclosed to third parties without specific written consent from Kronos. 4 KRONOS7 M 1. PROJECT SCOPE This Statement of Work(also known as the"SOW")documents the agreement between Kronos Incorporated and City of Palm Springs concerning the services to be performed by Kronos, including the deliverables, and the costs of the project. 1.1. PROJECT OVERVIEW Successfully deliver the following remotely: 1. Migrate TeleStaff database from Sybase to Microsoft SQL Server. 2. Upgrade TeleStaff to Workforce TeleStaff v4. 3. Migrate Workforce TeleStaff to the Kronos Private Cloud. 4. Configure Aspect for Workforce TeleStaff Successfully deliver the following configuration and training services remotely or at Kronos' Irvine Office: 1. Switch from 3-4(day on day off for 3 shifts then 4 days off)to 48196 shift schedule. 2. Change fatigue rules-currently 72 hours consecutive to 96 hours consecutive. 1.2. PRODUCT SUMMARY The following products are considered in scope for the services and fees defined within this document, unless otherwise noted below. Additional products and/or licenses may incur additional fees. Product Implernentedlon Type Vemlon Licenses Owned Licenses Hosted Workforce TeleStaff Enterprise Upgrade with Features 4.x 75 75 Workforce TeleStaff Global Access New 4.x 75 75 Workforce TeleStaff Gateway Manager Upgrade with Features 4.x 1 1 Workforce TeleStaff Contact Manager New 4.x 75 75 Aspect—Evolution New N/A 1 1 U psrad.. TeleStaff v2.x to Wcrkforee TeleStaff v4 In tie Kronos Clo-d i KRONOS INCORPORATED CONFIDENTIAL ?age 2 of 12 4 KR©NOS° gas ■ 2. PROJECT GUIDELINES 2.1. CHANGE CONTROL If the Scope of Services defined in this document changes at any time during the course of this project, Kronos and City of Palm Springs will review and adjust the scope and budget of services through standard Kronos change control procedures. Please review the Kronos Change Control Policy: http://www.kronos.com/professionalservicesengagementpol icies.aspx 2.2. CUSTOMER APPROVAL OF SERVICE DELIVERABLES As part of the project, service deliverables may be provided to City of Palm Springs for approval and/or acceptance. Delays in customer approval/acceptance of deliverables will result in an extension of the project timeline and may result in additional services being required. To avoid project delays and increased costs, City of Palm Springs should expect to approve/accept deliverables or provide written notification of errors to Kronos within five(5)business days after receipt of the deliverable. Following the receipt of a revised deliverable, City of Palm Springs will then have an additional five(5) business days to report that all errors have been resolved and provide deliverable acceptance. Upg ace TeleStaff v2.x to Workforce TeleStaff v4 in th Kronos Cloud I KRONOS INCORPORATED CONFIDENTIAL aago 3 of 12 6 KR©Nos6 : ■ ■ 3. PROJECT SCOPE DETAIL 3.1. APPLICATION BUILDING BLOCKS Technology Factors Total number of environments 2 The database platform will be SQL Server Workforce TeleStaff Enterprise This product will be implemented in phase 1 Number of Employees within Scope 75 Workforce TeleStaff Enterprise Professional Services Sol 1 Database Conversion includes:TeleStaff version upgrade; Database migration/mapping; Post-migration unit testing. TeleStaff 2.x to Workforce TeleStaff Production Environment Introduction and planning call 1 Application Server(s), 1 Database Server Payroll Export configuration Assist with SSL termination 1 Instance(s) of WFTS Test Environment 1 Application Server(s), 1 Database Server 1 Instance(s) of WFTS Aspect Technology Factors Implementation Type Evolution Aspect Professional Services Scope •Introduction and planning call •Installation and configuration of Evolution account •Configuration of Workforce TeleStaff Line Manager Llpu oe TcleStaft v2.x to Workforce TeleStaff v4 in the Kronos Cloud I KRONOS INCORPORATED CONFOENTIAL Page 4 of 12 KRON05 4. CLOUD SERVICES City of Palm Springs has selected the Cloud Services identified in this section. Cloud Customer Contact Information Contact Name Robert Wright Contact Phone Numbers 760-323-8183 Contact E-Mail Robert.Wright@palmsprings-ca.gov Total Cloud Hosting Fees Unit of Initial current Fees(Added Total Monthly Monthly Service Fees Part Number Measure Tenn Monthly Fee with this SOW) Few CLOUD HOSTING WORKFORCE TELESTAFF HOSTING-117 EA 12 $0.00 $1,250.00 $1,250.00 ENTERPRISE BASE FEE PER MONTH CLOUD HOSTING WORKFORCE TELESTAFF HOSTING-118 EA 12 $0.00 $37.50 $37.50 ENTERPRISE PER EMPLOYEE PER MONTH Total Monthly Service Fees: $1,287.50 $1,287.50 4.1. CLOUD HOSTING SERVICES Datacenter KPC Hosted Envronments:Standard Production and Development(non-Production)environment Included Addition/Environments Included None Application Connectivity Mode: SSL Firewall/Secure Open Intemet Included Customer portal is provided and supported by Kronos facilitating secure authenticated access to customer applications. Portal access authorization is governed by customer requirements and is implemented by Kronos. Cooperative efforts with customer IT staff may be required to enable access. Kronos will assist with validating site connectivity but assumes no responsibility for customer Internet connection or ISP relationships. Backup Services: Customer data is backed up daily. Daily backups are incremental,with one(1)full backup Included (includes configurations and history)performed every 7 days. All database backups are replicated via encrypted SSL sessions to an offsite Kronos managed hosted environment for storage. Backups are retained for the prior Upgrado Te'PStafY v2.x to Workforce TeleStaff v4 in:ne Kronos Ciouo KRONOS INCORPORATED CONFIDENTIAL Page 5 of 12 44 KRON05 ■ 28 days. Restore Services Restoration of Customer's Production database to one non-Production environment shall be Included performed upon Customer request up to one time per week at no charge. More frequent restores or restores to additional non-Production environments shall require a time and materials fee. SFTPAccounts 2 Included Operating System and Database Management Execution of maintenance scripts,such as updating statistics, Included free space, indexes and database checks is included. Kronos shall apply all critical security patches, service packs and hot-fixes necessary to maintain the uptime and performance of the servers and applications throughout the life of the hosted solution Server Maintenance: Repair and replacement of defective or failed hardware and the installation of hardware Included upgrades. Kronos Application Upgrade Services.Services to apply Kronos application technical version upgrades,updates, Included Service Packs, and legislative updates(if applicable). Languages English Only Note that multi-language support may require additional infrastructure and fees. 4.2. CLOUD HOSTED TECHNICAL UPGRADE City of Palm Springs understands and agrees that they must remain current on Software Support Maintenance for the term of their Hosting Service to allow for Upgrade Services to be delivered. City of Palm Springs further understands that maintenance fees are not included in hosting Service Fees.The Cloud Hosting Service includes services for Kronos to execute tasks to successfully apply upgrades and updates to City of Palm Springs's Kronos applications in one(1)Development(non-Prod)and one(1)Production environment. Updates will be applied to existing non-Prod and Prod environments. Services are limited to those tasks which apply Kronos software updates to the applications and to City of Palm Springs's standard Workforce Integration Manager interfaces. City of Palm Springs agrees to receive updates automatically as part of the Service. Kronos will work with customer to define a schedule for updates based on Kronos preference or City of Palm Springs request. The table below reflects the upgrade tasks. Project Management Not Included Planning Phase Define the project scope Included Technical readiness&architecture review- Hosted Environment Included sessment Phase Interface upgrade assessment Included Upgrade TeleSfaff v2x to Workforce TeleStaft v4ln the Kroee� Cloud ;KRONOS INCORPORATED CONFIDENTIAL Page 0 of 12 KRONOS` Assessment of Customs and Custom Reports Not Included Solution Upgrade I Build Phase One(1)restore of Production database to Development environment Included Additional restores, if requested,shall incur a Time and materials fee. Upgrade one(1)existing Development(non-Production)and one(1)Production environments to new version Included Convert Workforce Integration Manager(WIM)interfaces to new version in one(1) Development and one(1) Not Included Production environment. Note that reconfiguration and reprogramming of interfaces is not included. Non-WIM interfaces are not in scope. Upgrade non_WIM interfaces in Development and Production environments Not Included Upgrade of customs and custom reports Not Included Configuration of new features or functionality Not Included Test&Certify Phase System test upgraded environment Included User acceptance testing(UAT)of upgraded environments, interfaces,custom reports, new features,etc. Not included Sign-off on Upgraded Development and Production Environments Customer Note that new feature configuration,Project Management services,Educational Services and Training are not included as pare of Upgrade Services,but may be purchased independently,is desired. 5. EDUCATIONAL SERVICES 5.1. EDUCATIONAL SERVICES IN SCOPE Educational Servioe Description KnowledgePassn6 Subscription KnowledgePass T" is an online educational portal that provides 24/7 anytime-anywhere access to in- depth training content to help your employees maximize productivity and achieve their goals from implementation to optimization. Gain instant access to helpful tutorials,job aids, in-depth, hands on tools,webinars,and educational documents to help your team succeed. Upgrade TeleStaff v2%to Workforce TeleStaff v4 in the Krcnos Ciouu I KRONOS INCORPORATED CONFIDENTIAL Page 7 of"1.2 P KRON05 6. PROJECT COSTS AND RATE SCHEDULES All estimates are quoted in USD. 6.1. PROFESSIONAL SERVICES- BY ROLE Role Quantity Unft of Measure Part Number Rate Total Solution Consultant 24 HR 9990057-PRO $150.00 $3,600.00 Solution Consultant 50 HR 9990063-PRO $150.00 $7,500.00 Technology Consultant 32 HR 9990079-PRO $182.75 $5,848.00 Totals: 106 $16,948.00 6.2. EDUCATIONAL SERVICE SUMMARY Description Total KnowledgePasSTM Subscription $575.00 Total Estimated Educational Services $575.00 6.3. CLOUD HOSTING MONTHLY SERVICE FEES Cloud Hosting Monthly Fees Part Number Unit Initial Term Amount CLOUD HOSTING WORKFORCE TELESTAFF HOSTING-117 Month 12 $1,250.00 ENTERPRISE BASE FEE PER MONTH CLOUD HOSTING WORKFORCE TELESTAFF HOSTING-118 Month 12 $37.50 ENTERPRISE PER EMPLOYEE PER MONTH Total Cloud Monthly Service Fees: $1,287.50 6.4. SOFTWARE Role Licenselay Total Price WORKFORCE TELESTAFF GLOBAL ACCESS V4 75 $1,875.00 Total Software $1,875.0 Upgrndc cIeStc`f v2x to Workforce TeloStaff v4 in the K or!os Cluu, I KRONOS INCORPORATED CONFIDENTIAL Page 8 of 12 Qft4l KRON05 ■ ■ 6.5. SUPPORT SERVICES Role Duration Total Price PLATINUM SUPPORT SERVICE 1 YR $468.75 Total Support $468.7 6.6. SOLUTION SUMMARY Service Type Estimated Cost Professional Services $16,948.00 Educational Services $575.00 Cloud Services Monthly Fees $15,450.00 Software $1,875.00 Support Services $468.75 Total Estimated Investment $35,316.75 Upgrade TeleStaff v2.x to Wo,kforce TeleStaff v4 in",e Kronos C o..d KRONOS INCORPORATED CONFIDENTIAL Paac 9 of 12 KRONOS" ■ ■ 7. SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE By: Date: Title: This Statement of Work is subject to City of Palm Springs's agreement with Kronos governing Professional, Education and Cloud Services. By signing below, City of Palm Springs's authorized representativePTY �th�rr�s-described herein. APPROVED BY CRY COUNCIL ORNEY 1lh•�� '�Ea P� i I�`6 QA7E_ _ �1_�S ACCEPTED AND AGREED City of Palm Springs � y By: ' !ice Date: David H. Ready Title: CITY City of Palm Springs 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 2015. ATTEST: 1 'y Clerk Upgrade feleSt a(f✓2.x fc Vtiorkforce T eleSuifl v4 r thc,Kronos C•Mid j KRONOS INCORPORATED CONF IDENI IAA Pacre 10 of 12 W4 KRONOS, APPENDIX A 1.1. ENGAGEMENT GUIDELINES Please review the Kronos engagement guidelines: http://www.kronos.com/professionalservicesengagementpolicies.aspx 1.2. HOSTING GUIDELINES AND ASSUMPTIONS • Estimated availability of Production server hardware is approximately 45 to 60 days after contract signature. • Customer must remain current on Software and Terminal maintenance for the volume of licenses and/or terminals included within the scope of this Service • One(1)VPN connection shall be made available at no charge, should VPN connectivity be required for any reason.Additional VPN connections are available, if requested, and shall incur additional fees. No more than 3 VPN connections to the Kronos Private Cloud are permitted. • Should VPN connectivity be required,the Customer shall supply their own VPN hardware capable of establishing an IPSEC tunnel to the Hosting site over the open Internet. Kronos will work with customer Network Engineers to bring up the VPN connection.The customer is responsible for the management of the VPN device on their side, their local Internet connection, as well as the configuration of the tunnel. It is the customer's responsibility to report tunnel connectivity issues,should they occur. Customer understands that they must have the resource knowledge to install and support the customer side of a VPN tunnel. • In cases where Network Address Translation is required for terminals, the customer is responsible for applying the translations on their network. • Kronos related Internet traffic cannot be filtered by proxy or caching devices on the client network. Exclusions must be added for the fully qualified domain names and public IP addresses assigned to the environments. • Custom Reports for Workforce Central are created using Microsoft Visual Studio.A basic version of Visual Studio is included with your installation and will be made available to the customer in their Development environment. • Customer reports for Workforce HR and Payroll are created with Crystal Reports designer.Should customer require that Crystal be installed in their Development environment additional fees shall apply. • Transparent Data Encryption is not supported. • Modem clocks not supported. • Retention policies must be configured in the application(s). Setting retention policies will ensure that unnecessary system data (Le.temp files,deleted records,empty rows,etc)is routinely purged from the system and will help in managing database growth. • Pricing set forth in this document includes sizing considerations based on a 3 year growth projection of the Production database environment.After 3 years an archiving strategy may be reviewed with the Customer. • Workforce RecordManager(if included)—Hosting of Workforce Record Manager requires that an archiving server is included in Customer's solution.When Workforce Record Manager is hosted it may only be used for archiving purposes. Setup Data Manager only supports import and export of configuration via XML files between production environment and development environment,a direct connection between environments is not supported. Customer should open a ticket with Kronos Global Support to request migrations when necessary. Customer is allowed one ticket per month at no charge to request migration of Upgr3 r TeieStaff v2x to Workforce TeleStaff v4(n the,K :mas Cloud i KRONOS INCORPORATED CONFIDENTIAL Page 1" of 12 6,04 KRON05 changes.Additional requests for configuration and/or interface migrations between customer environments shall incur a time and materials fee. • WorkforceAnaiytics(if included)—Customer environment shall be designed to support up to 20%of the total licensed users concurrently.Additional concurrent users may require additional infrastructure and associated fees to support. • The Cloud environment(s)will be sized based upon Kronos Best Practices and the scope of the project, as defined in the Professional Services Statement of Work or Statement of Work. Frequent execution of resource intensive interfaces and/or specialized use cases may require additional infrastructure to support. Kronos will work with the customer to scope the additional requirements. Should additional infrastructure or services be required,incremental fees shall apply. Incremental infrastructure fees will become effective when such changes are available in Customer's Production environment. • For security purposes,Customers are restricted from accessing the desktop,file systems,databases and operating system of the hosted servers.Additionally,direct database and ODBC connectivity is not permitted. 1.3. APPLICATION SECURITY IN THE HOSTED ENVIRONMENT Kronos offers a hosting environment that complements and enhances the ability for Kronos to deliver application services in a secure manner capable of achieving a SSAE 16 SOC 1 and AT101 SOC 2 compliance report. Kronos hosting sites have achieved SSAE 16 SOC 1 and AT101 SOC 2 compliance. Each customer environment is hosted in a segregated VLAN. Traffic to the VLANs is regulated via redundant, next generation firewalls that limit access to authorized management and customer traffic. Customer Access Customers will access the Kronos web application via encrypted SSL sessions in the hosted environment. The application provides the customer with the ability to configure application security and logical access per customer's business process. In the event the Customer identifies an issue related to the security,availability or confidentiality of the data or system,the Customer will notify Kronos by contacting the Cloud Customer Manager. Customer may require file transfers to populate or extract Kronos application data.This shall accomplished using SFTP to send or retrieve files from the customer's application server. Kronos utilizes a commercial SFTP solution that runs over SSH and that enforces a Public/Private Key Exchange to authenticate the end point and encrypt the data over the wire. In addition,each customer has a unique named user account and associated password.This provides access to allowed endpoints,end point authentication, user authentication,and a private key to encrypt the data.Customer must provide all keys, if keys will be used. SFTP data access cannot be restricted based on IP address. Kronos Management Access Management access to the hosted environment is limited to authorized Kronos support staff and customer authorized integrations. The security architecture has been designed to segregate appropriate logical access to the environment to achieve a SOC 2 compliance standard. A centralized secure file transfer solution facilitates data transfers between the customer and their hosted environment. This solution provides for an encrypted transmission and logging of all files transferred into or out of a customer environment. Kronos performs continuous monitoring in the hosted environment to achieve the SSAE 16 SOC 1 and AT101 SOC 2 compliance standards. This includes performance,availability and security monitoring. Upgrade TeleStaff v2.x to Workforce TeleStaff v4 In fhe Kronos Coud I KRONOS INCORPORATED CONFIDENTIAL Pace 12 of 12 EXHIBIT A SERVICE LEVEL AGREEMENT(SLA) Service Level Agreement: The Services,in a production environment and as described in the Statement of Work(aka Services Scope Statement),are provided with the service levels described in this Exhibit A. SLAB arc only applicable to production environments. SLAB 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('I M))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 Services. Failure to meet the 99.75%Application Availability SEA,other than for reasons due to an Excluded Event,will entitle Customer to a credit as follows: Actual Application Availability% Service Credit to be applied to Customer's month) as measured in a calendar month invoice for the affected month 99 75%to 98 75% 10% 98.75%to 98 25% 15% 98.25%to 97.75% 5% 97.75 to 96.75% 35% 96.75 0% "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)scheduled or emergency maintenance,alteration or implementation provided during the Maintenance Period defined below;(e)any suspension of the Services in accordance with the terns of the Agreement to which this Exhibit A is attached;(t)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 product documentation for such Application. "Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary. During these Maintenance Periods,the Services are available to Kronos to perform periodic maintenance services,which include vital software updates. Kronos will use its commercially reasonable efforts during the Maintenance Period to make the Services available to Customer, however,some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer contact at least one day in advance of any known downtime so planning can be Facilitated by Customer. Currently scheduled Maintenance Periods for the Services are. Monday through Friday 04:00 am—06:00 am(U.S.eastern time) Saturday and Sunday 12:00 am—06:00 am(U.S.eastern time) Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos. "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 Services are unavailable as the result of an Outage. Limitations. 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 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 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. SRT_W_07102015_2 Rev.12102013 Kronos Incorporated 297 Billerica Road Chelmsford,MA 01824 Page: 115 Phone:(978)250-9800 KRONOS SALES,SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR-02281 IA Palm Springs Fire("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). Kronos 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 parry may discontinue use 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 ofone 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.If full payment is not made within 90 days of final payment due date,Customer is responsible for all expenses,including legal foes,incurred by Kronos for collection. 2. GENERAL LICENSE TERMS Kronos owns or has the right to license the Software.'Ihe 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 ofthe Software constitutes a license fee that entitles Customer to use the Software as set forth below. Kronos 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 Kronos,Customer will have no further right to use the Software and will return the Software media to Kronos and destroy all copies ofthe Software(and related documentation)in Customer's possession or control.This license is subject to all ofthe 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 ofthe license fee paid by Customer.Limitations,which arc 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 oftelephone 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;it)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 ofthe 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 owned 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 the Programs and for backup and disaster recovery and testing purposes only,except for additional copies ofthe Teletime Software and the Kronos iSenes(which must be licensed sepamtely). All copies ofthe 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 I icense,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)ofthe 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 the Equipment and Software may be restricted by the 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 ofthe countries in which the Equipment and Software maybe 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. 8. FIRMWARE SRT_IJ_07102015_I 4_(c) Kronos Incorporated 297 Billerica Road Chelmsford,MA 01824 Page:2/5 Phone:(978)250-9800 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 Customer 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 htto.//customer Koons coin and each session has the Training Points value indicated.Training Points may be redeemed at any time within 12 months of the dale of the applicable Order Form,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. ACCEP"LANCE For Customer's initial purchase of each Equipment and Software product Kronos shall provide an acceptance test period (the "lest Period") that commences upon Installation. Installation shall be defined as. a.) the Equipment, if any, is mounted; bF 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 (ails 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 days 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 Kronor,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,fora 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) 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; (b) 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. When 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,U f using such Software does not release Customer of any professional obligation concerning the preparation and review of such reports and documents, (in) Customer dues 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 indemnity 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: it 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, 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. (b) ENGAGEMENTS Unless otherwise indicated on the Order Tom,Professional and Educational Services("Professional Services')shall be provided on a time and material basis tithe 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 SRT 1I 07102015 14_(a) Kronos Incorporated 297 Billerica Road Chelmsford,MA 01824 Page:3 15 Phone:(978)250-9800 Customer's budgeting and Kronos resource scheduling purposes. After the dollar limit is expended,Kronos will continue to provide Professional Services on a time and materials basis,if 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 Kronos 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 PROFF.SSIONAUEDUCATIONAL SERVICES POLICIES Kronos'then-current Professional/Educational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW and may be accessed at htto.//wsvw.kronos.cam/SupwrCPmfessionalservicesl-nwaementPolicieshnn (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 terms and conditions of Kronos'standard Equipment Support Services Agrommm a copy of which is available upon request and is located at: http'//wunvkronoscomi Leval/EnuipmentSu000nAgraspx. (b) EXTENDED SUPPORT PROGRAM(DELL SERVERS) Customers purchasing the Extended Support Program(as indicated on the Order Form)for their Dell servers purchased form Kronos shall receive a specialized,bundled set of Kronos Support Services. Because of the specialized nature of these services,the terms and conditions located at hhp-/i,ww.kronos com/Le"al/Supplerici ITermsasps shall 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 term of one (I)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 over the prior year's annual support fee. For the third renewal year the annual support fee will not increase by more than 2%over the prior year's annual support fee.For any renewal terms thereafter,the annual support fee will be subject to an increase of up to 4%. (d) GOLD SERVICE OFFERINGS Customer stall be entitled to receive: (i) Updates for the Software(not including any Software for which Kronos charges a separate license fce),provided that Customer's operating system and equipment meet minimum system configuration requirements,as reasonably determined by Kmnns. If Customer requests Kronos to install such Updates or to provide retraining, Customer agrees to pay Kronos for such installation or retraining at Kronos'then-current time and materials rate. (it) 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 Kronos holidays. (in) Web-based support including access to Software documentation, FAQ's, access to Kronos knowledge base, Customer forums; and a-case management. Such offerings are subject to modification by Kronos.Current offerings can be found at httr ilwww.kronos enm/services/su000rt-services asox (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,teaming quick tips,brown bag seminars,technical insider tips, SHAM e-Leaming,FIR 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 all primary Technical Contacts through Kronos product training for the Software covered under this Agreement at Customer's expense Customers purchasing the Platinum-Plus option shall also receive a one day per year visit to be performed at the Customer location where the Software is installed.During this onsite visit,Kronos shall work with Customer to identify ways to help Customer increase functionality or maximize 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. T, PAYMENT SRT_IJ_07102015_14.(c) Kronos Incorporated 297 Billerica Road Chelmsford,MA 01824 Page.415 Phone:(978)250-9800 Customer shall pay annual support charges for the initial tens 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;(it)to maintain and operate the Software in an environment and according to procedures which conform to the Specifications;and(tit)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 shall 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-ata basis those pre-paid annual support fees associated with the unused portion of the support tens.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. 0) WARRANTY Kronos warrants that all support services shall be performed in a professional and competent manner. (k) KRONOSSUPPORI SERVICE POLICIES Kronos' then-current Support Services Policies shall apply to all Support Services purchased and may be accessed at: hMfl: "om kronoscom/SrmooNSuoporlServicesPol icier.him(`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 are 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 • Ilands-on interactive instruction on common tasks • Self-paced tutorials covering a range of topics • Job aids • Knowledge assessment and reporting tools to measure progress • Webinars (b)Tem of Subscription.The KnowledgePass Education Subscription shall ran co-terninously with Customer's Software Support,and shall renew for additional one(1)year terms provided Customer renews its KnowledgePass 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 terns on the Order Forth. 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 m'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)"Crain-the-Trainer Program(ITT): 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 TIFF Program. 16. CONFIDENTIAL INFORMATION "Confidential Information"is defined as information that is it disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing parry, and it) 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 the information itself Additionally,the terms,conditions and pricing contained in this Agreement and the Order Forth,the Software (and Software documentation),and the Specifications shall be deemed to be Kronos'Confidential Information. Each parry 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 SRT_IJ_07102015_I 4.(c) Kronos Incorporated 297 Billerica Road Chelmsford,MA 01824 Page:5 15 Phone:(978)250-9800 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. 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 ofthis Agreement,(a)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 parry'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. I8. LIMITATION OF LIABILITY CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS'SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPI 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 EQUIPMENL SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT 19. GENERAL (a)This Agreement shall be governed by Massachusetts 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,stomr 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 Form. (f)No action,regardless of form,may be brought by either party more than two(2)years after the cause of action has arisen. (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. (p This Agreement and any information expressly incorporated herein(including information contained in any referenced URL),together with the 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 represrnmtives 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 ro 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 Form,nor any other future product in executing this Agreement. Q)Use,duplication,or disclosure by the United States Government is subject to restrictions as set forth in subparagraph(c)(1)(it)of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013,or subparagraph(e)(1)(2)of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19,as applicable.Manufacturer/distributor is Kronos Incorporated,297 Billerica Road..Chelmsford,MA. } / DATED. ' 6�-'NW M$PRMGS FI KRONOS INCORPORATED B / BY: NAME: David H . Ready_ NAME. TITLE. City Manager TITLE: Arwa0VED BY Crry COUNIX APPR AS TO FORM 1 ��I•�h ^ Ab1�4S �jk� ATTEST. c(NATTIMNEY DATF 61 �� �f� Hy Clerk SRT_IJ_07102015_14,(c) Krona lanhyonred 297 BiRerka Rao CheMsford,MA 81824 Page 5 5 Phaac:(97g)SSIF9t00 explroty m forth herein.%nhont tine pnw untkn cement of the otM party The ubhgation afcmfidmudity shall w"oe fa three())years a0er the disclosure of such Conlideaul Infarmlrn Thu Agreemrnt tmpow no obligmon upon amdma pan)with respect w the otra parry s Confidcmud Information%bath the receiving party an esublrsh by legally sufficient evlel a (a)wits nphtlWly panelled by the mummy party without an abttgeon W maintain u cadldmuahy poor an mi from Or declomng part).(b)e amaali)knuwn in the public without vmisaon of the Agreement.(a)is obtained by the receiving party in goad Pohth Roan a dud party hanong relic right to duc(ow it%sham w obligation%dh respect w confidential try.(d)is independently devebpd by the mcnivnrg pony widlim ue of de disclosing pany's confidential information,witch can be sho%a N tmgiae evidence.or(e)ones replied to be chsclosed by applicable but.provided dint the meceivmg parry notifies the declining parry of such regwrement poor to dockati mid pnvidd further that nth receiving party mares diligent efforts to limn dnsclasme 17 MARKETING A(TIVITIES Customer ogrmrs that Xmons may use Cementer s name as pit of Kronor published cusrmea Itsls Upon Krone requw. C1mom"will participate in mutually banelkel ahakemng ad pubic relations awntims%ah Krance All content shell be HARM at the prior romew eel appmva of Customer,such approval nor lobe urerasonobl)whaled ig LIMITATION OF LIABILITY CUSTOMER S I XCLUSIVE REMEDIES AND KRONOS'SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN EXCFPI' AS PROVIDED IN TTRS AGREEMENT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PIL:RPOSE ARE EXCLI'DED EXCEPT FOR KRONOY INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL KRONOS OR ITS PARENTS. SUBSIDIARIES', AFFILIATES,OR THIRD PARTY LICENSORS 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 DR CUSTOMER S SPECIFIC USE OF,OR INABILITY TO SO USE.ANY EQUIPMENT.SOFTWARE OR SERVICES PROVIDED FOR IN TINS AGREEMENT 19 GENERAL (a)Thrs Agremrant steal he go emd by M—huens low The panne waive tin appticmhon of the Untied Noans Commestm ms Immmmiomt Trade taw red United Nations Convmoon on Contacts fix the Imenmtmnal Sale of Goads as to the utenpmumn in enfareemed of the Agreement (b)The mtalmdus or ilkgaimy of my provnum of this Agreement shag nor arlut the velidity or an) other pmvime, The parties monad fa the remaining unafrMd provisions In rermhn in fdi face Will effect (e)Cwom"shell tat ntargn the Agreemen or tM license to she Sofivere wlibale the prior wntm consent of Krmws and m) purported mssipanent. mUwul such comic l."I be void (d)Neth a pan)shall be Itabk for failures or delays in perfammonte On to co ea bcto d as reasonable control,melding win arnka.lockouts,fmrc.flood" dorm a alher ace of Gd Bah parties agree ut use then beat effm"a mn:moo the efferaa of such failures or delays, (e)All nones gam under the Agreernem dholl be:n wrong and sent postage pa.pamd.of to Kr"as,to the Kunio addnea on the Order Form,or if in Cmmomer,in the bungaddm isonthe Order Foos (9 Na ensure a{ard:m of Porn may be bought by either party more tom two(2)years after the nine ofacuon lire green (g)The section beadings heron an provided far mnveneexe only and have on,s bsiearvm effect on the caoneun of des Agreement (h)The parto urea drat if due Agreement is do,vered vat fax a elecaantealy delivered vm emad a drill module a void ad enfacable agaemem (,I The Agreemom and am)mkinnatbn expresl)incorporated herein(melding uafnmuhan contained in any mfaencd URI-),lognhe with the applicable Ord"Form, condole the entire agrecmenl bemwmn the pan me fa the produce and services discohed haan and supersede all prior or eooumpommaou representations rcgrarmont, or Oder cal wmwae 6,11Vem the paua rda:mg w the Atgeet mein of this Agreement The Agamrmt me) be omadcd only in wing signed by authorized rtpeseuana of bosh Forties Customer understands and mknooledges thin while Kravis may declaa m croaders Mum,carrfdend aifaematan mgardng general product development direction, potential fimue educe a dfor product enh ncemene under consideration, Contact a not enusld in any products or product aowxemmads aim Vale those eomnrad an the Older Farm Culture-bee not rcbd an On,anuiabo y army fimae resin of to Softwore a Equipment dentifid on an Oder Form.rear aoy aher!bore produce in executing ins Agreement (1)Use,dmyltcmm or disclosure by the Load Sala Goveman a rubjrct in n,mcna,n m facts in wbpaograplh(c)(1)(u)Of We ROM in Techreal Data and Computer So(hare cause at DFARS 252.227-701 J.or subperapaph(c)f I X2)of the Cotmhnt"cmi Computer Sofhare Rarrcted R*u claim a FAR 52 227,19,as appbnhie Maedo 1 gy�y distributor a Kraut Incorporated,297 Bmgeimca Road,Chelmsford.MA DATED_AA vvt C—CL+9iNM" 6PRBNGS Ft KRONOS INCORPORATED BY NAME David H. Read NAM n 'V.. bw 2<v15 u.a real TITLE City Manager TITLE APPMOSYCRYCOUNCL APP ASW ( �5i ri 11�i.1h 7 J bEfi AST.. a loin o1 A/f r� ry ink SRT_U O7iU2015_IJ(c) CLOUD HOSTING ADDENDUM SUPPLEMENTAL TERMS AND CONDITION'S This Cloud Hosting Addendum of Supplemental Terms and Conditions(the"Addendum")is made as ofthe Effective Date set forth below by and between Kronos and Palm$pringsFin("Customer") Kronos and Customer are collectively referred to herein as the 'Parties`,and individually as a'Pany , WHEREAS, Customer has entered into a Sales, Software License and Services Agreement, the Kronos Rental Program, a Master Lease Agreement or other license agreement(the"License Agreement")to acquire licenses to certain Kronos software applications,as well as related equipment and support services, WHEREAS, Customer desires to use those Kronos software applications,related hardware and services in a managed hosted environment 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 "Application(s)"means those Kronos software applications set forth in the Services Scope Statement or Statement of Work, which are made accessible for Customer to use under the terms of this Addendum. "Cloud Hosting Program"or"Program"means(i)accessibility to the Applications by means of access to the password protected customer area of the Kronos hosting environment,and(it)all Hosting Related Services. "Content"means all content Customer,or others acting on behalf of or through Customer,posts or otherwise inputs into the Program,including but not limited to information,data(such as payroll data,vacation time,and hours worked),designs,know-how,logos,text,multimedia images (eg. graphics, audio and video files). compilations, software programs, third party software, applications, or other materials, or any other Customer content shared or processed on equipment under the control of Kronos. "Hosting Related Services" means certain services set forth in a Services Scope Statement(SSS) or Statement of Work (SOW) containing hosted related services .such as hosting infrastructure,equipment,bandwidth,server monitoring,backup services,reporting services, storage area network(SAN)services,load balancing services,security services,system administration,connectivity services,performance tuning,service pack installation and all professional and/or Cloud Services and maintenance services related to hosting. "Initial Term"means the initial term of the Program as set forth in the applicable SSS/SOW or Order Form. "Internal Use" means the use of the Program: (i) by Customer's personnel solely for Customer's internal business purposes and (n)by any authorized employee, agent or contractor of Customer to process information relating to Customer's employees assigned to, or potential employees of,Customer's authorized business unit(s),solely for the internal business purposes of such business unit(s). "Monthly Service Feels)"means the monthly fees described in the SSS/SOW and set forth on the applicable Order Form. "Order Form"means the order request form supplied by Kronos and signed by the Parties that lists the fees for the elements of Customer's particular Program. "Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation. "Production Environment" means a permanent environment established for the daily use and maintenance of the Applications in a live environment throughout the term of a Program. °Service Description"means the detailed service description(including any supplementary service terns)specified in the SSS/SOW which sets forth the specific Program to be provided to the Customer. "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 Program as detailed in the Service Description. "SLA Credit" means the credit calculated in accordance with the SLA and offered by Kronos in the event of outages, interruptions or deficiencies in the delivery of the Program 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 Program. "Temporary Environment"means a transient database environment created to serve limited purposes for a limited time period,and identified in the applicable SSS/SOW as a Temporary Environment. 2. CLOUD HOSTING PROGRAM the description of the particular Program ordered by the Customer,the Program term, the Monthly Service Fee rates, and other tees, if any, applicable to the Program are described in the applicable SSS/SOW and Order Form. Kronos will not change the Monthly Service Fee rates it charges for Customer's existing Program,or the SLA,during the Initial Term and two(2)renewal terms thereafter. Kronos may change such Monthlv Service Fee rates or the associated SLA for the third renewal term of the particular Program by an increase of up to 2%by notifying Customer at least sixty(60)days prior to the expiration of the then current term. For any renewal terms thereafter Kronor may change such Monthly Service Fee rates or the associated SLA by notifying Customer at least sixty(60)days prior to the expiration of the then current term. SRT_IJ_07102015_2 Rev.12102013 SLAB are only available in a Production Environment. Unless the SSS/SOW indicates that the Program is to be implemented in a Temporary Environment,the Program will be deemed to be implemented in a Production Environment. 3. AUTHORIZED USE Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Program, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Addendum. 4- MAINTENANCE ACCESS If Kronos,its Suppliers,or the local access provider,as applicable,requires access to Customer sites in order to maintain or repair the Program, Customer shall cooperate in a timely manner and reasonably provide such access and assistance as necessary. As part of Kronos' support services,Kronos will make updates to the Applications available to Customer at no charge as they are released generally to Kronos'customers. Customer agrees to receive those updates automatically as pan of the Program. Customer may be required to purchase additional Hosting Related Services to address infrastructure requirements as released by Kronos for a new version of a particular Application. 5. CUSTOMER REPRESENTATIONS AND WARRANTIES;CUSTOMER OBLIGATIONS 5.1 Customer represents and warrants to Kronos that it has the right to publish and disclose Customer's Content in the Program. 5.2 Customer represents and warrants to Kronos that Customer's Content wall not.(a)infringe or violate any third-party right,including(but not limited to)intellectual property, privacy,or publicity rights,(b)be abusive, profane,or offensive to a reasonable person; or(c)be hateful or threatening. 5.3 Customer will,at its own cost and expense,provide all end user equipment,operating systems,and software(including a web browser)not provided by Kronos and needed to access and use the Program. Customer will also provide,at its own cost and expense,all connections from its computer systems to the Program,which Shall include all related costs associated with Customer accessing the Program,unless such connectivity services are purchased from Kronos as indicated on the SSS/SOW and Order Form 5.4 Customer shall not, and shall not permit any person or entity under Customer's direct or indirect control to: (a) recirculate, republish, distribute or otherwise provide access to the Program to any third party;(b)use the Program on a service bureau,time sharing or any similar basis,or for the benefit of any other person or entity;(c)alter,enhance or make derivative works of the Program;(d)reverse engineer,reverse assemble or decompile, or otherwise attempt to derive source code from,the Program or any software components of the Program; (e)use,or allow the use of,the Program in contravention of any applicable law,or rules or regulations of regulatory or administrative organizations,(f) introduce into the Program any virus or other code or routine intended to disrupt or damage the Program,alter,damage,delete,retrieve or record information about the Program or its users;or,(g)otherwise act in a fraudulent,malicious or negligent manner when using the Program. 6. CONNECTIVITY AND ACCESS 6.1 Customer acknowledges that Customer shall(a)be responsible for securing,paying for,and maintaining connectivity to the Services (including any and all related hardware, software, third party services and related equipment and components);and(b) provide Kronos and Kronos' representatives with such physical or remote access to Customer's computer and network environment as Kronos deems 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. Customer agrees that Kronos may audit Customer's use of the Services. 7. FEES AND PAYMENT TERMS 7.1 In consideration of the delivery of the Program,Customer shall pay Kronos the Monthly Services Fee as defined in the applicable Order Farm. The Monthly Services Fee shall begin to accrue on the date the Order Form and SSS are signed by the parties,and shall be invoiced annually in advance. 7.2 All fees payable hereunder shall be paid in United States Dollars and sent to the attention of Kronos as specified on the invoice. Payment terms shall be net 30 days following receipt of invoice.All overdue payments shall bear interest at the lesser of one and one-half percent(1.5%) per month or the maximum rate allowed under applicable law. Customer is responsible for all federal,state or local taxes,duties and customs fees relating to the Program,excluding taxes based on Kronos'income or business privilege. 7.3 SLA Credits,if any,which are due and owing to a Customer under an SLA for a particular month of the Program shall be paid by Kronos in the month following the month in which the SLA Credits were earned. S. 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 Program;(b)Customer's modification or combination of the Program 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 publiciy,,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 o£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 attomeys'fees)actually awarded to a third parry as a result of such Claims by a court of applicable jurisdiction or as a result of Customer's settlement ofsuch a Claim. 8.2 The Kronos Indemnified Parly(tes)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 SRT_13_07102015_2 Rev.12102013 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 parry 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 parry'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 CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE,INTERRUPTION OR DEFICIENCY OF SFRVICE(S) OR FAILURE BY KRONOS TO MEET THE TERMS OP AN APPLICABLE SEA, SHALL BE THE REMEDIES PROVIDED IN THE SEA,PROVIDED THAT ANY REMEDIES OR CREDITS CONTAINED IN THE SLA ARE NOT AVAILABLE FOR OUTAGES, INTERRUPTIONS OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER IS IN BREACH OF THIS ADDENDUM OR THE LICENSE AGREEMENT- KRONOS DISCLAIMS ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES.INTERRUPTIONS OR DEFICIENCIES OF SERVICES - 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 PROGRAM (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTEN"f OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS,OR MACHINE ERROR. 11. DATA SECURITY 11.1 As part of the Program, Kronor shall provide those administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer data as described at, ham'//www kronos com/oroducis/smb-solutbns/workforce-central-Baas/secur'b,'- description.asRx 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 ofthe 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 Kronor 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 Program 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 Program. 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 taws and regulations. 12. TERM AND TERMINATION 12.1 At the expiration of the Initial Term,the applicable Program shall automatically renew for successive one year periods unless either party provides notice of its intent not to renew at least sixty(60)days prior to the expiration of the then-current term. Kronos may suspend or terminate the Program upon notice in the event ofany breach by Customer of this Addendum if such breach is not cured within ten(10)days of the date of Kronos' written notice. No Program interruption shall be deemed to have occurred during, and no Program credits shall be owed for, any authorized suspension of the Program. 12.2 Customer may terminate the Program 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 the Program prior to the date of ter imation. 12.3 Customer may terminate the Program for convenience on no less than ninety(90)days prior written notice to Kronos. 12.4 In the event of termination of the Program by Customer for convenience or by Kronos for cause during the Initial Tern,Customer will pay to Kronos any out of pocket expenses incurred by Kronos in terminating the Program plus 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 Program 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_ 12.5 At no cost to Customer, Kronos shall upon(i)request by Customer at any time and(it)the cessation of the Program, promptly return to Customer,in the format and on the media in use as of the date of the request,Customer's Content. SRT_Id_07102015_2 Rev.12/02013 AGREED AND ACCEPTED On this date: 1-V- /CG (`Effective Date") CUSTOMER_ PALM SPRINGS KRONOS ]3y • JET By: Name: David H . Read Name: Title: City Manager Title. APPROVED BYCrFY COUNCIL APPR( D AS TO F RM I ATTORNEY DA ©� 1./ • d0/S ATTEST: ity Clerk SRT_IJ_07102015_2 Rev.12102013 AGRUD AND ACCEPTED On thm dm ,_1 �a 1015 CrRecu a Daw � cu STOtitER P. JMSPPINGSI 9KRO\OS By mom— %we David H. Read Name "'� `ui,IWunas l4uiai M1tanoker.UM Ttic City Man a of (]caTitle Imuxois lose ul l/q (,_;� hCi NFROM BY CRY COUNCIL �6•16k5 xG P-0 lWPD AS TO F RM ATrORNE; DA 91. 1•I• ol!r ATTEST ity Clark SR7 U 07102003 1 Rn.12102813 KRONOS ADDENDUM VOXEO PROPHECY SERVICE (Usage Based) This is an Addendum to the Kronos Sales,Software License and Services Agreement dated , and the Application Hosting Addendum or Cloud Hosting Addendum (as applicable) dated (the "Agreement")between Palm Springs Fire("Customer")and Kronos. The parties hereby agree that the following terms and conditions are supplemental terms and conditions to the Agreement and are applicable to the Voxeo Prophecy service("Voxeo Prophecy"), a service of Aspect Software Inc.,which Kronos is authorized to resell. Description. Voxeo Prophecy is an Interactive Voice Response (IVR) solution, provided solely for Customer's internal use, by which Customer may initiate phone calls to staff members to fill vacancies or receive notifications of work opportunities for employees who are licensed to use the Kronos Workforce Te]eStaffO product. Each exchanged message (notice, response,confirmation,denial) shall be considered an"Interaction" Implementation. To initiate and setup administration of the required communications,Kronos will perform the standard implementation of Voxeo Prophecy, including configuration, as described in the Statement of Work ("SOW") signed by the Customer. Any additional professional services for non-standard implementation services will be provided at mutually agreed upon rates subject to a separate Order Form or a separate statement of work mutually agreed upon by both parties. Kronos may, at its sole discretion, update and enhance the features available through Voxeo Prophecy. Payment. Kronos will invoice Customer for the Voxco Prophecy implementation/configuration professional services fees set forth in the applicable SOW and Order Form,pursuant to the Agreement and on the payment terms set forth therein. Kronos will invoice Customer each month in arrears for Voxeo Prophecy usage fees for the total actual number of metered minutes used each month (the "Minute Usage Fee")at a rate of$0.13 per minute. Customer's right to begin using the service shall begin upon activation of the service after implementation/configuration. Maintenance for Voxeo Prophecy will be provided at the same level of support as Customer's Workforce TeleStaff product. Voxeo Prophecy maintenance will entitle Customer to Voxeo Prophecy phone support and software updates and shall commence upon Order execution. Customer will pay invoices issued by Kronos hereunder within thirty(30)days of receipt_ Restrictions on Voxeo Prophecy Services: Additional Responsibilities. Customer agrees that Voxeo Prophecy has not been designed for, and may not be used as, a means to connect with 911 or E91 I emergency services. Kronos shall have no liability for any delays, failures or unavailability of Voxeo Prophecy due to transmission or other delays, errors or problems beyond Kronos' control, or any other interruptions caused by the mobile communications network and/or mobile devices. Use of Voxeo Prophecy is subject to the software license terms set forth in the Agreement as well as the Acceptable Use Policy found at: http://voxeo.com/aui) and Customer agrees to defend, indemnify and hold harmless Kronos, its employees, agents and subcontractors from all loss, damage or injury that may result from Customer's failure to abide by such Policy. Customer acknowledges that communications occurring through Voxeo Prophecy may be subject to standard mobile carrier policies or government regulatory requirements for mobile communications. Voxeo Prophecy Security. The Voxeo Prophecy service relies upon a third party hosted communication platform. Accordingly, notwithstanding any other provision of the Agreement or this Addendum to the contrary, Customer understands and acknowledges that the exclusive statement of the security protections provided for i)Interactions by Customer and its employees through Voxeo Prophecy,and ii)all associated data, is found at: htti):Hvoxeo.coin/i)rivacy-policy/, under the heading "Security of Your Personal Information." Rev 07112015 Renewal and Termination. The initial Term is twelve months. At the expiration of the initial Term, the Terre shall automatically renew on a month-to-month basis until terminated in accordance with the provisions hereof. At any time: (i)Customer may terminate the Voxeo Prophecy service for convenience upon thirty (30) days prior written notice, and (ii) Kronos may terminate the Voxeo Prophecy service for convenience upon one hundred and twenty (120) days prior written notice. Kronos may increase the per minute rate upon renewal with sixty(60)days prior written notice. AGREED AND ACCEPTED APPROVED BY CITY COUNCIL. _ CUSTOMER:� AP O S TO FORM Name: David H. Ready Title: City Manager CI ATTORNEY Date: D1 DATE__ /dam KRONOSINCORPORATE44D: ATTEST: By: Name: I1y Clerk Title: Date: Rev 07112015 Renewal and Terridnation. The initial Term Is twelve monft. At the expiration of the irulial Term, the Term shall automalica0y renew on a month-to-month basis until terminated in accordance with the provisions hereof. At any time: (i)Custorner may terminate the Voxeo Prophecy service for convenience upon thirty (30)days prior written notice. and(ii) Kronos may terminate the Voxeo Prophecy service for convenience upon one hundred and twenty (120)days prior written notice. Kronos nay increase the per minute rate upon renewal with sixty(60)days prior written notice. AGREED AND ACCEPTED APPRCNED BY CaTY CC)UNC;it CUSTOMER: ^a.i5.1h N00 O S TO FORM Name: Devii ady /- Title: City Manager CI pTrp y Dace:--! DATE 07j . "fdr KRONOSINCORPORATED: ATTEST: By: Navy l:rvoic,llinin �.JIr�Y� NartK: ,ul„SGIS II uI 6I1Gfr� MG2K� Title: Date' Rev 07112015