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HomeMy WebLinkAboutKRONOS INC. - 2001-03-19• c, Council/Agency Meeting Held: O Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denied CI s Signature C uncil Meeting Date: March 19, 2001 Department ID Number: FD 01-004 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator woe.J 1. PREPARED BY: MICHAEL P. DOLDER, Fire Chief/Information Systems Director SUBJECT: APPROVE THE TIME & ATTENDANCE/LEAVE MANAGEMENT SALES AGREEMENT AND SOFTWARE LICENSE AND MAINTENANCE AGREEMENT WITH KRONOS, INC. FOR THE J.D. EDWARDS BUSINESS SYSTEM IMPLEMENTATION Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should the City purchase Time & Attendance/Leave Management software from KRONOS, Inc. as an element of the J.D. Edwards Business System implementation? Funding Source: On October 18, 1999, the City Council appropriated $4,555,101 for Phase I of the J.D. Edwards Business System implementation, including supporting contracts and agreements. Additionally, the Fiscal Year 2000/2001 budget included $1,211,323 in carryover funds from Phase I for funding additional contracts such as Time & Attendance/ Leave Management Software and required Hardware. Phase II funding of $1,459,630 was also included in the FY 2000/2001 budget. Sufficient funds remain in the Capital Software Account (30143002.86000) to purchase the required Time & Attendance/Leave Management Software and Hardware at a cost not to exceed $250,000. No additional funding is required. Recommended Action: MOTION TO approve and authorize the Mayor and City Clerk to: 1. Execute the KRONOS, Inc. Sales Agreement and Software License for an amount not to exceed $225,000 for Time & Attendance/Leave Management Software and Hardware. 2. Execute the KRONOS, Inc Software Maintenance Agreement for an amount not to exceed $25,000. Alternative Action(s): Do not approve the KRONOS agreements providing Time & Attendance/Leave Management software enhancements for the implementation of the J.D. Edwards Enterprise Resource Planning system. *QUEST FOR COUNCIL ACTTON MEETING DATE: March 19, 2001 DEPARTMENT ID NUMBER: FD 01-004 Analysis: The City Council, at their October 18, 1999 meeting, approved $4,555,101 for Phase I of the J.D. Edwards Enterprise Resource Planning Business System software implementation. Additionally, the Council approved Phase I carryover of $1,211,323 and Phase II funding of $1,459,630 for the project, including $250,000 for Time & Attendance/Leave Management Software and required Hardware. Staff, over several months, has evaluated timekeeping software, which are compatible with the J.D. Edwards Business System software. Culver City, who also utilizes the J.D. Edwards Business System software, is currently using the recommended product, produced by KRONOS, Inc. The KRONOS software and required hardware will provide the City with the capability to accurately track time and attendance of employees, including leave balances and accruals. The software provides for sophisticated tracking systems, which far exceed our current practice and capabilities, and allows for good stewardship of employee attendance. In order to meet the requirements specified in various employee contracts, as well as adequate management tracking of time and attendance, additional software capabilities are required over and above the J.D. Edwards software capabilities. The KRONOS, Inc. contract (Attachment 1) and maintenance agreement (Attachment 2) include provisions that meet City requirements and allow for the implementation of timekeeping practices and procedures that will meet management needs, including the production of detailed time records and reports. This software will provide adequate records as well as providing for the processing of time and attendance records of upwards of 1600 full time and recurrent employees. The KRONOS product, when fully implemented, will provide the opportunity to reduce, if not eliminate, inefficient paper processing of time and attendance records. The Certificate of Insurance has been reviewed and approved by the City Attorney (Attachment 3). Staff is therefore requesting the City Council approve the current sales agreement and software license and maintenance agreement for implementation of KRONOS, Inc.'s software products in an amount not to exceed $250,000. Environmental Status: Not Applicable. Attachment(s): KRONOS, INC. SALES AGREEMENT AND SOFTWARE LICENSE 2 I KRONOS, INC. MAINTENANCE AGREEMENT 3. Certificate of Insurance. RCA Author: Dolder FD01 004 KRONOS Software Lic_Mtce Agrmts.doc -2- 3/14/01 11:46 AM ATTACHMENT 1 KRONOS SALES AGREEMENT AND SOFTWARE LICENSE Customer and Kronos agree that the terms and conditions contained in Section A of the Agreement apply to any Equipment, Software and other items specified on the front of this Agreement. In addition to the terms and conditions in Section A of this Agreement, Section B applies to the Software, if any, and to the firmware contained in or downloaded to the Equipment, if any, specified on the front of this Agreement. Section A. TERMS AND CONDITIONS APPLICABLE TO EQUIPMENT, SOFTWARE AND OTHER ITEMS. 1. Approval. All orders are subject to the approval of Kronos' corporate office in Chelmsford, Massachusetts. 2. Payment. Payment terms are 50% deposit, balance due net upon receipt of invoice, unless otherwise indicated on the front of this Agreement. Customer agrees to pay a late charge of one percent (1 %) per month, (but not in excess of the rate allowed by law), on any overdue amounts. If full payment is not made within 90 days of final payment due date, Customer is responsible for all expenses, including legal fees, incurred by Kronos for collection. 3. Limited Warranty. Kronos warrants that all Kronos Equipment and Software media shall be free from defects in materials and workmanship, for a period of one (1) year from the date of shipment. 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 Kronos' documentation; (c) Malfunctions resulting from the use of badges or supplies not approved by Kronos. EXCEPT AS PROVIDED ABOVE, THE PARTIES AGREE THAT ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. 4. Limitation of Liability. Customer's sole remedy, and the sole liability of Kronos, for any breach by Kronos shall be to repair or replace, at Kronos' option, any parts or Software media found to be defective, without charge to Customer for parts or labor, provided that the Kronos Equipment and Software media have been installed, maintained and used in accordance with Kronos requirements and have not been subject to abuse or tampering. IN NO EVENT WILL KRONOS OR ITS PARENTS, SUBSIDIARIES OR AFFILIATES 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 USE OF, OR INABILITY TO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT. 5. General. (a) This Agreement shall be governed by California law. (b) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. (c) Customer shall not assign this Agreement or the License to the Software without the prior written consent of Kronos and any purported assignment, without such consent, shall be void. (d) Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, storm or other acts of God. Both parties agree to use their best efforts to minimize the effects of such failures or delays. (e) All notices given under this Agreement shall be in writing and sent postage pre- paid, if to Kronos, to the Kronos address on the front of the Agreement, or if to Customer, to the billing address on the front of this Agreement. (f) Customer understands that any export of the Equipment or Software may require an export license and Customer assumes full responsibility for obtaining such license. Customer must obtain Kronos' prior written consent before exporting the Software. (g) No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen. 2 • • (h) This Agreement supersedes all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties. Section B. TERMS AND CONDITIONS APPLICABLE TO SOFTWARE ONLY 1. License Terms. Kronos owns or has the right to license the Software. The Software and documentation are confidential and may not be disclosed to a third party without Kronos' written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below. Kronos grants to Customer a non-exclusive, nontransferable 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. This License is subject tc all of the terms of this Agreement, including those set forth below: (a) Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer. Limitations may include the number of employees, simultaneous or active users, Software product modules, Software features, computer model and serial number, and/or the number of terminals to which the Software is permitted to be connected. Customer agrees to:1.) use the Software only for the number of employees, simultaneous or active users, computer model and serial number, and/or terminals permitted by the applicable license fee; 2.) use only the product modules and/or features permitted by the applicable license fees; and 3.) use the Software only in support of Customer's own business. Customer agrees not to increase the number of employees, simultaneous or active users, terminals, product modules, features, or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase/upgrade. Customer may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of Kronos. (b) 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. (c) Customer may copy the Programs as necessary to load and execute the Programs and for backup purposes only. All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this License, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer. (d) In the event that Kronos supplies updates, corrections, modifications, new versions or new releases of the Software, (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this License shall apply to such Updates and to the Software as modified thereby. All such updates shall be provided to Customer by Kronos at no additional cost to Customer provided Customer has a Kronos Maintenance Agreement in place and is current with the payment of all applicable maintenance fees and charges. (e) Customer may terminate this License at any time by returning to Kronos the original copy of the Software and destroying all other copies of the Software. Upon termination of this License by Kronos, Customer will return the original Software to Kronos and destroy all other copies of the Software. (f) If Customer is licensing Timekeeper/AS Software, the following additional terms shall apply: Upon Customer's request and full payment of all license fees, Kronos shall license to Customer, for Customer's internal use only, the source code for the Timekeeper/AS application programs licensed to Customer under this License. All of the terms and conditions specified in this Agreement for object code shall also apply to the source code. Customer acknowledges and agrees that the Software, all source code, object code and algorithms relating thereto, all user interface screens generated by the Software and source code, and all copyright, trade secret and other proprietary rights therein, are and shall remain the sole and exclusive property of Kronos. Customer agrees that it shall not disclose or otherwise make the Software available to third parties unless such disclosure is necessary for Customer's permitted use of the Software. Furthermore, Customer must obtain Kronos' written consent to any such disclosure and any such third party must agree in writing to be bound by the terms contained herein. (g) Restricted Rights. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c) (1) (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 01824. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. KRONOSINCORPORATED By. PQESIDENT l,c>. P�111Z,� DL4&-V-1 print name ITS: (circle one) Chairman resident ice President print name — ITS: (circle one) ecretar Chief Financial Officer/Asst. Secretary — Treasurer REVIEWED AND APPROVED: City A inistrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California yor ATTEST: City Clerk 43- ZI-- 00 APPROVED AS TO FORM: Iy 61 City Attorney INITIATED AND APPROVED: M'cJta& G*--) Fire Chief/Information Systems Director t"04KRONOS KRONOS INCORPORATED 400 FIFTH AVE., WALTHAM MA 02154 Phone: 562-951-3019 Fax: 562-435-4403 SALES AGREEMENT ISSUE DATE REQ. SHIP DATE 03/08/2001 Page 1 of 2 CUSTOMER NO. - CUSTOMER P.O. NO. REGION #REF1 REP I.D. NO. 653 INSTALLER S.A # F.O.B. SHIPPING POINT TERMS 50% Deposit, Net Due Upon Receipt of Invoice TAXABLE YES x NO TAX I.D. NO. (COPY OF TAX CERTIFICATE MUST BE ATTACHED) I SHIP VIA I REG x OTHER INVOICE TO: SHIP TO: COMPANVNAME City of Huntington Beach COMPANY NAME Cit of Huntin ton Beach 2000 Main Street 2000 Main Street CITY Huntington Beach STATE CA ZIP CODE 192648 CITY Huntington Beach STATE CA ZIP CODE 92648 TELEPHONE NO. 714-536-5402 FAX NO. COUNTY USA TELEPHONE NO. CONTACT TITLE Michael Dolder Fire Chief/IS Director ATTENTION TITLE Michael Dolder Fire Chief/IS Director ITEM PART NUMBER QTY ITEM DESCRIPTION UNIT PRICE EXTENSION # MAINTENANCE UNIT PRICE MAINTENANCE TOTAL Hardware A C 1 8600615-011 2 480 Full Bar Code Terminal - 256K $ 1,956.00 $ 3,912.00 $ 260.00 $ 520.00 B C 8600947-001 2 Ethernet Daughter Board $ 280.00 $ 560.00 $ 48.00 $ 96.00 C C 8600670-001 2 Battery Backup Kit $ 160.00 $ 320.00 No Charge No Charge Software D C 8601698-005 1 Workforce Timekeeper V3.3 - 2000 Be No Charge No Charge $ 15,795.00 $ 15,795.00 E C 8601697-003 1 Workforce Suite Manager - 50 $ 20,000.00 $ 20,000.00 F C 8601728-002 1 Workforce Web - 500 Be $ 12,500.00 $ 12,500.00 G C 8601699-005 1 Workforce Accruals -2000 Be $ 32,000.00 $ 32,000.00 $ 4,800.00 $ 4,800.00 H C 8601671-008 1 Kronos Connect Primary Link to JDE $ 5,456.00 $ 5,456.00 $ 820.00 $ 820.00 1 C 8601672-008 1 Kronos Connect Addtl. Link from JDE $2,728 $ 2,728.00 $ 408.00 $ 408.00 Professional Services J C 9990011-PRO 296 Installation & Implementation Hours $ 165.00 $ 48,840.00 $ - ' SUPPLIER C- CORPORATE B-BRANCH V-VENDOR # MAINTENANCE X-Depot Exch. B-Basic M-Mission Critical D-Depot P-Premium SALES SUB -TOTAL $ 126,316.00 SUBTOTAL $ 22,439.00 TAX TAX SUB -TOTAL $ 126,316.00 SUB -TOTAL $ 22,439.00 SPECIAL INSTRUCT Payroll= *Applicable Taxes & Shipping to be Invoiced TOTAL ORDER See Page 2 Pr6fessionalm Services and -Training are outlined]n- the attached.Professional Services Quotation letter. CHECK NUMBER THE ABOVE ORDER IS SUBJECT TO THE TERMS AND CONDITIONS STATED ON THE REVERSE SIDE WHICH THE CUSTOMER ACKNOWLEDGES HAVE BEEN READ. DEPOSIT CHECKS ARE NON-REFUNDABLE. ORDER SUBJECT TOTAL AMOUNT DUE See Page 2 TO APPLICABLE TAX AND FREIGHT CHARGES. PRICES VALID FOR 30 DAYS Page 1 of 2 o #REFI • ,4 KRONOS #REFI ' #REFI KRONOS INCORPORATED Phone: #REFI 400 FIFTH AVE., WALTHAM MA 02154 Fax: #REFI SALES AGREEMENT ISSUE DATE RED. SHIP DATE 03/05/2001 Page 2 of 2 CUSTOMER NO. CUSTOMER P.O. NO. REGION REP LD-NO- INSTALLER #REFI 653 S.A # F.O.B. TERMS SHIPPING POINT 50% Deposit, Net Due Upon Receipt of Invoice TAXABLE SHIP VIA YES x NO TAX I.D. NO. (COPY OF TAX CERTIFICATE MUST BE ATTACHED) REG x OTHER INVOICE TO: SHIP TO: COMPANY NAME COMPANY NAME City of Huntington Beach Cit of Huntington Beach 2000 Main Street 2000 Main Street CITY STATE ZIP CODE CITY STATE ZIP CODE Huntington Beach CA 92648 Huntin ton Beach CA 92648 TELEPHONE NO. 714-536-5402 FAX NO. COUNTY USA TELEPHONE NO. CONTACT TITLE Michael Dolder Fire Chief/IS Director ATTENTION TITLE Michael Dolder Fire Chief/IS Director ITEM PART NUMBER QTY ITEM DESCRIPTION UNIT PRICE EXTENSION # MAINTENANCE UNIT PRICE MAINTENANCE TOTAL Training K C 9991113-0 2 Workforce Timekeeper Basic Operations $ 400.00 $ 800.00 L C 9991455-0 2 Workforce Timekeeper System Admin. $ 400.00 $ 800.00 M C 9991588-0 4 Workforce Central Pre -Implementation $ 1,000.00 $ 4,000.00 Workshop N C 9991187-0 1 Workforce Timekeeper Basic Configuration $ 1,800.00 $ 1,800.00 O C 9991188-0 1 Workforce Timekeeper Advanced Config. $ 2,250.00 $ 2,250.00 P C 9991431-0 1 Workforce Central Database Overview & $ 450.00 $ 450.00 Maintenance Q C 9999923-k 6 Kronos Virtual Classroom Sessions Included Included R C 9991430-0 2 Workforce Accruals Configuration $450.00 $ 900.00 S C 9991432-0 2 Workforce Timekeeper Data $ 450.00 $ 900.00 Collection Manager T C 9991201-0 2 Workforce Central Web Admin. $ 450.00 $ 900.00 # MAINTENANCE X-Depot Exch. B-Basic B-BRANCH V-VENDOR M-Mission Critical D-Depot P-Premium SPECIAL INSTRUCT Payroll= *Applicable Taxes & Shipping to be Invoiced -ProfesSional:ServiC@S Bnd Training are'outllned in he attached Professional Serv' es:;Quotation letfel THE ABOVE ORDER IS SUBJECT TO THE TERMS AND CONDITIONS STATED ON THE REVERSE SIDE WHICH THE CUSTOMER ACKNOWLEDGES HAVE BEEN READ. DEPOSIT CHECKS ARE NON-REFUNDABLE. ORDER SUBJECT TO APPLICABLE TAX AND FREIGHT CHARGES. PRICES VALID FOR 30 DAYS Kronos, Incorporat By:1 -_ Authorized Signature To Be Signed by Kronos Corporate Headquarters Only SALES 3UB-TOTAL $ 12,800.00 SUBTOTAL TAX TAX SUB -TOTAL $ 139,116.00 SUB -TOTAL $ 22,439.00 TOTAL ORDER $161,555 CHECK NUMBER TOTAL AMOUNT DUE 1 $ 161,555.00 City of Huntington Bach By: %dMw--_v. Authorized Signature/Title/Date ATTACHMENT 2 MAINTENANCE AGREEMENT Customer and Kronos agree that the terms and conditions contained in Section A of this Agreement apply to maintenance for any Equipment (Hardware), and any Standard Software and any Custom Software specified on the front of this Agreement. In addition to the terms and conditions in Section A of this Agreement (a) Section B terms and conditions apply to the Equipment, if any, specified on the front of this Agreement; (b) Section C applies to the Standard Software, if any, specified on the front of this Agreement; and (c) Section D applies to the Custom Software, if any, specified on the front of this Agreement. A. TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE OF EQUIPMENT (HARDWARE), STANDARD SOFTWARE, AND CUSTOM SOFTWARE. 1. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue for an initial term. of twelve (12) months. This Agreement shall automatically renew for additional one year terms on the anniversary date of its commencement, unless either party notifies the other in writing thirty (30) days prior to that anniversary renewal date. 2. Service Coverage Period and Kronos Response Time. Customer may select from three (3) maintenance options (Basic Service, .Premium Service or Mission Critical Support), to purchase for Equipment, Standard Software and/or Custom Software, each providing different service coverage periods and response times, as specified below, ("Service Coverage Period"). Customer may purchase a different maintenance option for the Equipment and Software specified on the front of this Agreement. If maintenance is purchased for Standard Software and Custom Software, the same option must be purchased for both, except that Mission Critical Support is not available for Custom Software. If Customer purchases Mission Critical Support for Standard Software and wants to purchase maintenance service for Custom Software, Customer is required to purchase Premium Service for Custom Software. Basic Service/Equipment: 9:00 a.m. to 5:00 p.m., local time, Monday through .Friday, excluding Kronos holidays, with an average response time of eight (8) business hours for sites within a 50 mile radius of a Kronos Customer Support Center. For on -site support required for sites outside the 50 mile radius, response time shall. not exceed two (2) Kronos business days. Basic Service/Standard and/or Custom Software: 9:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding Kronos holidays, with direct telephone access to Kronos' technical support staff, and a telephone response time not exceeding eight (8) business hours. All services shall be provided remotely. Premium Service/Equipment: 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding Kronos holidays, with an average response time of four (4) business hours for sites within a 50 mile radius of a Kronos Customer Support Center. For on -site support required for sites outside the 50 mile radius, response time shall not exceed one (1) Kronos business day. Premium Service/Standard and/or Custom Software: 8:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding Kronos holidays, with direct telephone access to Kronos' technical support staff, and a telephone response time not exceeding four (4) business hours. All services shall be provided remotely. Mission Critical Support/Equipment: 8:00 a.m. to 5:00 p.m., local time, seven days a week, excluding Kronos holidays, with an average response time of four (4) business hours for sites within a 50 mile radius of a Kronos Customer Support Center. For on -site support required for sites outside the 50 mile radius, response time shall not exceed one (1) Kronos business day. Mission Critical Support/Standard Software only: 24 hours a day, seven days a week, 365 days a year, with direct telephone access to Kronos' technical support staff, and a telephone response time not exceeding two (2) business hours. Service includes an assigned support specialist and annual retraining as requested. All services shall be provided remotely. 3. Maintenance Charges. In addition to the annual maintenance charges, Customer agrees to pay all applicable Additional Zone Charges for Equipment in locations outside of Kronos Standard Zones, as specified on the face of this Agreement. If Customer requests service outside the scope of this Agreement, Customer agrees to pay the Time and Materials charges then in effect for such service. 4. PAYMENT. Customer shall pay annual maintenance charges in advance, at least thirty (30) days prior to commencement of the initial or any renewal term.. Customer shall pay amival maintenance charges, Additional Zone Charges, and Time and Material charges upon receipt of invoice. Customer agrees to pay all taxes levied or based on the service or other charges hereunder, including state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by Kronos, exclusive of taxes based on net income. Customer agrees to pay a late charge of one percent (1%) per month of any overdue amounts, but not in excess of the rate allowed by law. After the one year initial term of this Agreement, amival maintenance charges, Additional Zone Charges, zone definition, and the Service Coverage Period are subject to change by Kronos with thirty (30) days advance written notice to Customer. However, Kronos may increase annual maintenance charges and Additional Zone Charges by up to 3% per year without providing Customer written notification of such increase. 5. Addition of Equipment, Standard Software, or Custom Software. Additional Equipment, Standard Software and/or Custom Software purchased by Customer during the initial or any renewal term shall be added to this Agreement at the same maintenance option as the existing Equipment, Standard Software or Custom Software. Customer agrees to pay the prorated charges :for such addition, and any such addition shall be automatically renewed as provided in this Agreement. 6. Maintenance Exclusions and Maintenance Discontinuance. Maintenance service does not include repair of damages or replacement of spare parts resulting from: 2 a. Any cause external to the Equipment, Standard Software or Custom Software including, but not limited to, electrical work, fire, flood, water, wind, lightning and transportation, or any act of God; b. Customer's failure to continually provide a suitable installation environment including, but not limited to, adequate electrical power; c. Customer's improper use, relocation, refinishing, management or supervision of the Equipment, Standard Software or Custom Software or other failure to use the Equipment, Standard Software or Custom Software in accordance with Kronos' specifications; d. Customer's repair, attempted repair or modification of the Equipment, Standard Software, and/or Custom Software without prior authorization from Kronos; e. Customer's use of the :Equipment, Standard Software, or Custom Software for purposes other than those for which they are designed or the use of accessories or supplies not approved by Kronos; or f. Customer's computer or operating environment malfunctions. Any maintenance including rebuilds or correction of corrupted files necessary as a result of Section A.6 (a through f) shall be charged to Customer at the then applicable Kronos preferred Time and Materials rate. .Kronos may discontinue maintenance support for Equipment, Standard Software or Custom Software upon 180 days written notice to Customer, or at the anniversary date of this Agreement, whichever is longer. If such maintenance is discontinued during the initial or any renewal term of this Agreement, Kronos shall provide Customer with a pro-rata refund of any applicable pre -paid maintenance fees. 7. Responsibilities of Customer. Customer agrees to (a) provide Kronos personnel with full, free and safe access to Equipment, Standard Software and Custom Software for purposes of maintenance, including use of data communication facilities, if required; (b) maintain and operate the Equipment, Standard Software and Custom Software in an environment and according to procedures which conform to Kronos' specifications; and (c) not to allow maintenance or repair of the Equipment, Standard Software or Custom Software by anyone other than Kronos without prior authorization from Kronos. 8. Default. Kronos reserves the right to terminate or suspend maintenance service in the event the Customer is in default under this or any other Agreement with Kronos and such default is not corrected within fifteen (15) days after written notice. In addition, this Agreement 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. 9. Warranty .Exclusion. THE PARTIES AGREE THAT ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. 10. Limitation of Liability. Customer's sole remedy, and the sole liability of Kronos, for any breach by Kronos shall be repeat performance of any repair, replacement, or maintenance required under this Agreement. IN NO EVENT WILL K:RONOS BE LIABLE FOR: (a) LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL 3 OR CONSEQUENTIAL DAMAGES; OR (b) DAMAGES CAUSED BY CUSTOMER'S FAILURE TO PERFORM ITS RESPONSIBILITIES. Kronos agrees to be liable for personal injury caused solely by the negligence of its employees. 11. General. a. This Agreement shall be governed by California law. 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. Neither party shall assign this Agreement without the prior written consent of the other and any purported assignment, without such consent, shall be void; provided however, that Kronos may assign this Agreement to its parent, affiliate or subsidiary without such written consent. d. Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, storm or other acts of God. Both parties agree to use their best efforts to minimize the effects of such failures or delays. e. All notices which must be given under this Agreement shall be in writing and sent postage pre -paid, to the Kronos address on the front of this Agreement, to the attention of the .National Field Service Manager, or if to Customer, to the billing address on the front of this Agreement. F. This Agreement supersedes all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties. g. No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen. B. TERMS AND CONDITIONS APPLICABLE TO EQUIPMENT ONLY The following terms and conditions apply only to the Equipment, if any, at the locations(s) specified on the front of this Agreement. Equipment Maintenance. During the Service Coverage Period, Kronos will provide maintenance to keep the Equipment in, or restore the Equipment to good working order. Maintenance will include lubrication, adjustments and repair or replacement of parts deemed necessary by Kronos. Maintenance parts, which will be new or reconditioned to perform as new, will be furnished on an exchange basis, and the exchanged parts will become the property of Kronos. Maintenance provided under this Agreement does not assure uninterrupted operation of the Equipment. If Customer requests that Kronos perform maintenance outside the Service Coverage Period, any such emergency service will be provided, when available, at the Kronos preferred Time and Materials rates and terms then in effect. During the Service Coverage Period, Kronos shall also provide: a. Unlimited toll-fi-ee telephone access to the Kronos National Support Center for the logging of requests for service; 4 b. Priority processing of telephone calls to request service and priority scheduling of on - site maintenance service; c. Remedial maintenance perfonned at Customer's site following telephone notification by Customer to a Kronos Customer Support Center that the Equipment is inoperative; d. Alterations required by Engineering Change Notices which Kronos determines are applicable to the Equipment, if installed during the Service Coverage Period; e. Scheduled preventive maintenance based on the needs of the Equipment, as determined by Kronos; and f. Preferred billable rates for services which are outside of the scope of this Agreement. C. TERMS AND CONDITIONS APPLICABLE TO STANDARD SOFTWARE ONLY The following teens and conditions apply only to the Standard Software, if any, at the location(s) specified on the front of this Agreement. 1. Standard Software Maintenance. During the Service Coverage Period, Kronos shall provide: a. Unlimited toll-fi•ee telephone access to the Kronos National Support Center for the logging of requests for service; b. Priority processing of telephone calls to request service and assistance with any .Kronos supplied applications; c. Remote diagnostic technical assistance to resolve Standard Software functional problems and user problems; d. Standard Software revisions, only if provided remotely; e. Standard Software version upgrades and enhancements, if within the same or a like operating system as the Software originally covered under this Agreement and if., Customer's operating system and equipment meet minimum system configuration requirements, as determined by Kronos. Customer agrees to pay for all labor charges required to install such version upgrades, enhancements and retraining, and f. Preferred billable rates for on -site maintenance, or services which are outside of the scope of this Agreement. 2. Standard Software Exclusions. Any Standard Software maintenance beyond that described in Section C.1 (a) through (f) above shall be charged to Customer at the then applicable Kronos preferred Time and Materials rate. In addition to the exclusions specified in Section A.6 of this Agreement, Standard Software maintenance excludes: a. Services required for application programs and conversions from products or software not supplied by Kronos; and b. Service for Kronos Custom Software. C. Reprogramming, including changes to work rules, pay riles, or rebuilding of Customer's database. d. Onsite support of Standard Sof ware. D. TERMS AND CON.D.ITIONS APPLICABLE TO CUSTOM SOFTWARE ONLY 5 The following terms and conditions apply only to the Custom Software, if any, at the location(s) specified on the front of this Agreement. During the Service Coverage Period, Kronos shall: a. Extend the Limited Warranty provided under the Custom Software License Agreement; b. Retain, for Kronos' own internal use only, the source code for the Custom Software; and c. Give Customer a twenty five percent (25%) discount on additional Custom Software Services required because of changes in versions of Kronos Standard Software which renders the Custom Software obsolete; provided Customer's operating system and equipment meet minimum system configuration requirements, as determined by Kronos. Any documentation provided to Customer relating to the Custom Software is the confidential and proprietary information of Kronos and shall not be transferred, reproduced or disclosed to any third party without the prior written consent of Kronos. C IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. KRONOSINCORPORATED By: A�Z_l u). PMti eY P E S T E lV peek print name ITS: (circle one) Chairma residen ice President By.T�/� PA UL pElwt name ITS: (circle one) ecretary Chief Financial Officer/Asst. Secretary — Treasurer REVIEWED AND APPROVED: Q s� City dministrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California NA, , '4"tA4' M or ATTEST: _ ~ • aw _44 City -Clerk 43- 21 0Vr APPROVED-A.S TO FORM: City Attorney Q�l41o1 INITIATED AND APPROVED: McJLa.& . Svtdati 0klgloi Fire Chief/Information Systems Director CUSTOMER NAME SERVICE COVERAGE PERIOD City of Huntington Beach MONDAY THROUGH FRIDAY - 9 A.M. TO 5 P.M. STREET ADDRESS SERVICING OFFICE 2000 Main Street Southern California CITY,STATE, ZIP CODE Huntington Beach CA 92648 CONTACT EFFECTIVE DATE CUSTOMER P.O. NUMBER Michael Dolder 0 TELEPHONE NUMBER AGREEMENT NUMBER DATE 714-536-5402 03/08/2001 KRONOS Incorporated, A Massachusetts corporation„ having its principal place of business at 400 5th Avenue, Waltham, Massachusetts ("KRONOS") and City of Huntington Beach (CUSTOMER) hereby agree to terms and conditions on the front and reverse sides of this agreement, under which KRONOS shall provide Maintenance service for the equipment, Standard Software, and Custom Software shown on the schedule(s) below: Enuinment Hardware Schedule Quann Model Number, :�' Senal Number, � iocatton ,,., � No _ofMtles. `' Zone Surcharge � Annual;E`ut _metif Mamten_ance _ g p � „ 2 8600615-011 Huntington Beach Ca $ 520.00 2 8600947-001 Huntington Beach Ca $ 96.00 $ - $ - Standard Software Schedule Quann Model ,umber „ f Sertai N tuber . , ) ocanon, , .J _ _ _ ..> _ :. An?tual Software Mamtepance, _ zr= 1 8601698-005 Huntington Beach, CA $ 15,795.00 1 8601697-003 Huntington Beach, CA No Charge 1 8601728-002 Huntington Beach, CA No Charge 1 8601699-005 Huntington Beach, CA $ 4,800.00 1 8601671-008 Huntington Beach, CA $ 820.00 1 8601672-008 Huntington Beach, CA $ 408.00 Custom Software Schedule °:ar` Quann -1 9 ':. .`Syst Custom em<Number ,.! r %- )ocahonf . r"` y.�v 7 t Annual=Custom SSW Matnt $ - Total Annual Maintenance Charges for Equipment, Standard and Custom Software $ 22,439.00 CUSTOMER ACKNOWLEDGES THAT HE HAS READ BOTH SIDES OF THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, CUSTOMER ACKNOWLEDGES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREIN. Agreed to and accepted: KRONOS INCORP TE CUSTOM R: City.of Hunti n BY: BY: 4P-0--' TITLE: S .I TITLE: DATE: Z. �t-�l DATE: — Q� ATTACHMENT 3 CITY OF HUNTINGTON BEACH APPLICATION FOR INSURANCE REQUIREMENTS WAIVER OR MODIFICATION 1. Name/Title/Department of Requesting Staff Member C ' l 1 e r 7)© 6-4-0' 2. Date of Request 311 y l© 3. Name of Contractor/Permittee K f-o t Os 4. Description of work to be performed 0 �qf IcL Gti' i � & Lib -1 ez—J - 5. Value of Contract /T �,hc" Z SZ>/, VA o 6. Length of Contract 7. Type of Insurance Waiver or Modification Requested: i'vt /^o�« C47ce1k-1 A0'7 Y / L, - _ - r —, e /R�/ i� C!I '" r e-e /-r ff-i� / ViS✓ ire ` (a) Limits: A///4t- (b) Coverage /A114 8. Have you contacted Risk Management to determine if professional liability coverage is available through SCOPE? NIA: 9. Reason for Request for Waiver or Reduction of Limits �� ✓cok "S le- YIit 1 10. Identify the risks to the City if this request �� for waiver or modifications granted /i/0 /1 ° l4Kcz/�,h:. p✓ hoc/r�rw'ti�l bi' ✓�✓lc�oj /A1✓�... �.� Department Head Signature, (This section to be completed by Risk Manager) Recommendation: Approve / Deny Risk Manager's Signature/Date (This section to be completed by City Attorney) Recommendation: Approve_L/"Deny t City Attorney's Signature/Date p �' l l/ y l d L Settlement Committee approval N is no required for this waiver. If Settlement Committee approval is required, submit this form to City Attorney's a to be placed on the agenda. Recommendation: Approve Deny_ City Council approval] is no required for this waiver. If City Council approval is required, attach this form to the RCA after consideration by a Settlement Committee. This insurance waiver [is not] on City Council agenda. Reviewer's initials: jmp/mis/inswaiver/3/ 14/00 ri CERTIFIMTE OF LIABILITY INSMANCE DATE(61M/D 03/X410000 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Sheppard Riley Coughlin ONLY AND CONFERS No RIGHTS UPW THE CERTIFICATE 99 High Street HOLDER, THIS CERTIFICATE DOES NOT AMEND, EKTEND OR g ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Boston, MA 02110-2320 617 3 4 8 -19 0 0 INSURERS AFFORDING COVERAGE INSURED INSURERA: St. Paul Mercury Kronos Incorporated INSURER B: St . Paul Guardian Attn: Elspeth Grant Pruett INSURER G Federal Insurance Company 297 Billerica Road INSURER D: Chelms ord, MA 01824 INSURER IRE COVERAGES THE POL10WOFINSURANCE LISTED OWAV HAVE BIB) ISSUED TO THE WSURED NAMED ABOVE FDRTHEPOUCYPERIOD INDICATED. NOTWITHSTANDING ANY IVOLI AIIE'NT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH REJECT TO WHICH TH18 CERIIRCATE MAY BE IS&IM OR MAY PIWAIN, THE UNSURA14M AFFORDED BY THE POLICIES DESCRIBED H093 N IS SUBJECT TO ALL THE TERMS, E)= 181ONSAND CONDITIONS OF SUCH POLICIES. AGGREGATE LNITS SHOWN MAY HAVE BEEN REDUCED BYPAID CLAMS. LTR TYPT.OFINSURANC& PDLICYNUMBER A AT M D LIMITS A GENERALUABILITY X COMMERCIALCaGNgIALLIAGILIiY CLAIMS MADE OCCUR X i. Clgims Made TE06902095 11/01/00 10/01/01 eAOHoDOURRENCE $1 000 000 FIREOAMAGE(AnyoneBn:) $1 00O 000 MED EXP(Any onopwmm) $10 000 PERSONAL&ADV INJURY $l 000000 2,0004000 AQQ. SENURALAGGR93ATE 32,000,000 GEN'LAGGRMATE; LIMITAPPUESPJR., POLICY .PIRO IT LOC PRODUCTS -COMP/OPAGB s2,000,000 $ A AUTO X_ MOOILELIAOILITT ANYAUTO A" OWNED AUTOS SCHED LILEDAUTDS NIREDAUTOS NON•OWNEDAUTOS MA06900101 TE06902095 - OH �pPR0YL6 AS TO �DR1% GAIL HUTTON CITY ATTORNEYS I By:, 11/01/00 11/01/00 10/01/01 10/01/01 COMBINED SINGLE LIMIT (Eneccideno $1 /OO 0,000 BODILYINJURY (Perpereon) S X X BODILYINJURY (Perecddee) $ PROPEERTY DA MACE (Parecadem) $ GARAGE LIABILITY ANYAUTO Deputy City A=V=117 AUTO ONLY- EAACCI DENT s OTHERTHAN EA ACC AUTO ONLY, AGG S S A C. EXCESS LIABILITY X OCCUR [� CLAIMS MADE RDEDUCTIBLE X RETENTION S10 000 TE06902095 79754025 11/01/00 10/01/01 EACHOCCURRENCE IS5 000 000 AGOREOATE $5._000_' 0000 S 3 $ A WORKERS COMPENSATIONAND £MPLOYERS'LIABILITY WVA6902447 11/O1/00 10/01/O1 IFLbiSEASE-POLWYLIMIT X r�ogy�AMUrs DES' E.L. EACH ACCIDENT 4500 000 R."ISEASE-EA riMPLOYEE 9500 000 _ $500 000 DINER DESCRIPTION OP OPERATIONSILOCAnONS/VENICLES/OCCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS City of Huntington Beach, its agents, officers and employees are added as additional insured as respects claims arising out of the negligence of Kronos employees while performing work for the certificate holder under contract. CERTIFIL:ATt"CILDM I I ADDITIONAL INSURED: INSURER LETTER 1=AMALAAI ILRV SHOULbANYOPTH EABOVEDEROMBED PDUDIES BECANCELLED DEFORETH E WIRATION City of Huntington Beach DATETHEREOP, THEISBUING INSURER WILL ENDEAVOR To MAIL3A_DAYG WRITTEN Attention Michael Dolder NOTICETOTHECERTIFICATEHOLDERNAMEOTOTNELEFT,BUT FAILURE TDDOSOSHALL Risk Management Division IMPOSE NOOBLIBATIONORLIABILITYOPANYKINDUPON THEINSURER,ItSAGENTSOR 2000 Main Street REPRESENTATIVES. Huntington Beach, CA 92648 AUTHOR 1Z ED REPRESENTATIVE •oar 141, Slyjaae- ACORD 25-S (7,1971 o f # S2 9 4 6 4 /M2 6 2 0 2 vD a ncoRD CORPORATION t9B9 2 • d S88 ' ON CnI,111MV I.IF Ih+M . T T T Mn 77 • e-T - MU1 1 IMPORTANT 9 the certificate holder's an ADDIMNAL INSURED, the policy(ies)must be engorsed. Astatemert on this certificate does not confer rights to the ceroCa w holder in lieu of such endarsement(s). If SUBROGATION IS WANED, subject to the terms and conditions of the policy, c"in policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authoraed representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25•S(7rq?A7 oO '? #S29464/M26202 £ d 988 ON 1d3Q 3d933 SONONA WHVO : i Z i 002 ' S Z ' NHW 0 0 RCA ROUTING SHEET INITIATING DEPARTMENT: FIRE SUBJECT: APPROVE THE TIMEKEEPING/PAYROLL SALES AGREEMENT AND SOFTWARE LICENSE AND MAINTENANCE AGREEMENT WITH KRONOS INC. FOR THE J.D. EDWARDS SYSTEM COUNCIL MEETING DATE: March 19, 2001 :- RCA ATTACHMENTS ..... STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorne) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Financial Impact Statement Unbud et, over $5,000 Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Find in s/Conditions for Approval and/or Denial Not Applicable Administrative Staff -1L. Assistant City Administrator (Initial) ( ) ) City Administrator (Initi City Clerk RCA Author: Dolder 0 0 RCA ROUTING SHEET I INITIATING DEPARTMENT: I F_LRE__ I SUBJECT: 1 ?PPROVE THE.TIMEKEEP.ING/PAYROLL SALES ' AGREEMEN_-T-AND_S_OF_T_WARE LICENSEAND MAi IN NAN THEG.DEEMENT EDWARDS SYSTEMOS INC-:-FOR I COUNCIL MEETING DATE: I March 19, 2001 I RCA ATTACHMENTS =STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Financial Impact Statement Unbud et, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATIONy„FOR RETURN OF ITEM .............tz .. ........,........ .: RCA Author: Dolder