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HomeMy WebLinkAboutKronos Incorporated - 2020-02-27 KRONOS` mm ORDERFORM Quote#: 656369- 1 Order Type: Upgrade US Expires: 24-JAN-2020 Date: 10-JAN-2020 Sales Executive: Driscoll, Bryan E Page: 1/2 Bill To: HUNTINGTON BEACH FIRE Ship To: HUNTINGTON BEACH FIRE 2000 MAIN STREET 2000 MAIN STREET HUNTINGTON BEACH HUNTINGTON BEACH CA 92648 CA 92648 United States United States Solution ID: 6104842 Contact: Carla Apostoli Email: Capostoli@hbpd.org Ship To Phone: Payment Terms: N30 FOB: Shipping Point Currency: USD Ship Method: Customer PO Number: Freight Term: Prepay&Add Order Notes: 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 Workforce Telestaff IVR 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 SIM- WORKFORCE TELESTAFF GLOBAL ACCESS V7.1 210 WORKFORCE TELESTAFF IVR SERVICE 1 WORKFORCE TELESTAFF SMS MANAGER V7.1 210 Total Price 5,250.00 SUPPORT SERVICES 0 PLATINUM SUPPORT SERVICE 1 YR 1,312.50 Total Price 1,312.50 *Support values listed above are total for all applicable products in each section of this order form PROFESSIONAL SERVICES / EDUCATIONAL SERVICES e TSG PROFESSIONAL SERVICES 22 Hours 3,960.00 Solution Consultant 11 Hours 180.00 Project Manager 11 Hours 180.00 TSG TECHNICAL SERVICES 17 Hours 215.00 3,655.00 Technology Consultant 17 Hours 215.00 KNOWLEDGE PASS 11 Each 0.00 0.00 ED SERVICES SUBSCRIPTION 11 Contract 1,050.00 1,050.00 Total Price 8,665.00 Kronos Incorporated 900 Chelmsford Street Lowell,MA 01851 +1 800 225 1561 www.kronos.com KR N Quote#: 656369- 1 Page: 2/2 QUOTE SUMMARY Description Total Price; Subtotal 15.227.50 Deposit 0.00 Tax 0.00 Grand Total 15,227.50 HUNTINGTON MEACH FIRE Kronos Incorporated Signature: `Ss, Signaturel:. Nicole Dandurant Name: �i4�2K ��G GG7 Name: V(�gCR� Feb 25 2020 10:43 AM Title: C. Title: 0JZDtR r'RaGtss 1A& AAIAcy81 Effective Date: �: Z v Effective Date: Invoice amount will reflect deposit received All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise ndicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read THIS ORDER IS SUBJECT TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss®Enterprise Middleware components embedded in the Software are subject to the nd User License Agreement found at http-/iwww redhat comllicenseoboss_eula.html.Shipping and handling charges will be reflected on the final invoice It you are tax exempt:please provide a copy of your"Tax Exempt Certificate"with your signed quote. Receive and File City Clerk rn I tx .d s 0 N Kronos Incorporated 900 Chelmsford Street Lowell, MA 01851 -1 800 225 1561 www.kionos.com Air RCN " ,s Professional Services Work {order Opportunity ID: SRVCS ONLY Customer Name: Huntington Beach Fire Department SID: 6104842 Customer Contact: Carla Apostoli Phone Number: 714-375-8457 Email Address: Capostoli@hbpd.org Currency: USD Professional Services Objective/Outcome Deliverable PSWO language<1,000ee:On Premise Technical Upgrade Services from TeleStaff v2>Workforce TeleStaff •Technical readiness •Installation of Workforce TeleStaff(1)PROD and(1)DEV -Configure Aspect Evolution-cloud hosted with single number provisioned •System Overview •(4)hours of testing support •(4)hours of go live support Assumptions •All services delivered remotely. •Customer is responsible for migration of the database to MS SQL prior to the upgrade. •Each upgrade is considered as"like-for-like"and does not include customizations,configuration,new features or functionality other than what is required by the new version. •Customer is responsible for recreating the tasks in excess of(5). •Customer is responsible for testing the upgraded database in the development environment,not to exceed a(4)week time period and should mimic current end to end persona-based tasks. •The project will be closed after eight weeks if customer testing stalls and forward progress toward go live on the upgraded database ceases Any additional time required to assist customer will be managed through a mutually agreed upon change order signed by both parties. Budget Professional Services Part# Billing Role Contract Type UOM Qty. Rate Total Price 9990057-PRO Solution Consultant Time and Materials Hours 11 $180.00 $1,980.00 9990057-PRO Project Manager Time and Materials Hours 11 $180.00 $1,980.00 9990079-PRO Technology Consultant Time and Materials Hours 17 $215.00 $3,655.00 Time and Materials Hours $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Professional Services $7,615.00 Sales1xecutiveC,Bryan Driscoll � :create`D`atf: 12/16/2019 v Author,:',Bryan Driscoll Ezpi�ation Date:- 1/15/2020 KRONOSADDENDUM WORKFORCE TELESTAFF IVR SERVICE (Licensed or User Based) This is an Addendum to the agreement between Kronos and Customer governing those certain Kronos Workforce Telestaff software applications whether on a perpetual license basis or in a software as a service model (the"Agreement") between Huntington Beach 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 Workforce Telestaff IVR offering("Telestaff IVR"), a subscription service Kronos is authorized to resell. Telestaff IVR can be ordered either on a licensed basis with Port(in which case Telestaff IVR is only available with a perpetual license to Workforce Telestaff and is not hosted by Kronos)("Workforce Telestaff IVR License Per Port")or on a per minute basis("Workforce Telestaff IVR Service"). The applicable designation for Telestaff IVR will be indicated on the applicable Order Form. 1. Description. Telestaff IVR 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 Telestaff® product. Each exchanged message (notice, response, confirmation, denial) shall be considered an "Interaction." 2. Maintenance. Telestaff IVR maintenance will entitle Customer to Telestaff IVR phone support and software updates and shall commence upon the execution of the Order Form. For Workforce Telestaff IVR Service, maintenance will be provided at the same level of support as Customer's Workforce TeleStaff product at no additional charge. For Workforce Telestaff IVR License Per Port, if Customer wants maintenance for the Workforce Telestaff IVR License Per Port,Customer must purchase maintenance for both Workforce TeleStaff and Workforce Telestaff IVR License Per Port,and maintenance for Workforce Telestaff IVR License Per Port will be charged at the same level of support as Workforce TeleStaff(i.e.,Gold or Platinum). 3. Implementation. To initiate and setup administration of the required communications,Kronos will perform the standard implementation of Telestaff IVR,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. 4. Payment. Kronos will invoice Customer for the Telestaff IVR 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 as follows:(i)for the license fees and annual maintenance associated with the Workforce Telestaff IVR License Per Port,upon execution of the Order Form; or(ii)each month in arrears for the Workforce Telestaff IVR 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,subject to Section 7 below. Customer's right to begin using the service shall begin upon activation of the service after implementation/configuration. Unless otherwise indicated on the Order Form,Customer will pay invoices issued by Kronos hereunder within thirty(30)days of receipt. Restrictions on Telestaff IVR Services;Additional Responsibilities. Customer agrees that Telestaff IVR has not been designed for,and may not be used as,a means to connect with 911 or E911 emergency services. Kronos shall have no liability for any delays,failures or unavailability of Telestaff IVR 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 Telestaff IVR is subject to the software license terms set forth in the Agreement as well as the provider's Acceptable Use Policy found at: https://www.aspect.com/acceptable-use-policy and Customer agrees that it shall be liable for all loss, Rev 071017 damage or injury that may result from Customer's failure to abide by such Policy. Customer acknowledges that communications occurring through Telestaff IVR may be subject to standard mobile carrier policies or government regulatory requirements for mobile communications. 5. Telestaff IVR Security. The Telestaff IVR 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 Telestaff IVR, and ii)all associated data, is part of the provider's privacy policy which is subject to change with prior written notice. The current security statement is as follows: Security of Your Personal Information Kronos' provider takes appropriate technical, physical and administrative steps to protect the security of your information. Access to your personal information is limited only to those employees, contractors or authorized agents of Kronos and its provider who have authorization to access your personal information and such access is limited to the extent such information is needed to fulfill the task for which personal information was collected. While we strive to protect your personal information, we cannot ensure the security of the information you transmit. We recommend you to take every precaution to protect your personal information when you are on the Internet. For example, change your passwords often, use a combination of letters and numbers when creating passwords,and make sure you use a secure browser. 6. Renewal and Termination. The initial term is twelve months commencing upon the execution of the Order Form. At the expiration of the initial term,unless the Order Form provides as different renewal period,the term shall automatically renew on an annual basis until terminated in accordance with the provisions hereof. At any time: (i)Customer may terminate the Telestaff IVR service for convenience upon thirty(30) days prior written notice,and(ii)Kronos may terminate the Telestaff IVR 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 for use based Telstaff IVR. AGREED AND ACCEPTED CUSTOMER APPROVED AS RM By: Name:, (�4��� L�G ICH A S RNEES � /l oti/ `.f CITY OF HOW,NISTO Title, L 11S N BEACH � Date: �- �'?��bz 0 KRONOS: By. Nicole Dandurant Name: Feb 25 2020 10:44 AM LJ Title: oR►�ElZ t�r�oCk: fNCa ANAL,-IS Ti Date: COST Rev 071017 Kronos Incorporated 900 Chelmsford Street Lowell,MA 01851 Page: I/5 Phone:(978)250-9800 KRONOS SALES,SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR-022811.1 Customer and Kronos agree that the terns 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 terns and conditions of this Agreement apply to any Order Form executed by Kronos and Customer which expressly references this Agreement(including any Order Form signed contemporaneously with this Agreement regardless of the appearance of any express reference to this Agreement). Either party may discontinue 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 Lowell,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. I. PAYMENT AND DELIVERY Unless otherwise set forth in this Agreement,payment terms are indicated on the Order Fonn or other contemporaneous ordering document containing product-specific payment terms signed by the parties.Delivery terms are as stated on the Order Form("Delivery"), Kronos will invoice Customer for products upon Delivery. Unless otherwise set forth on the Order Form, Professional and Educational Services are provided on a time and materials basis,invoiced monthly as rendered. Customer agrees to pay all applicable taxes levied or based on the products,services or other charges hereunder,including state and local sales and excise taxes,and any taxes or amount in lieu thereof paid or payable by Kronos,exclusive of taxes based on net income. Customer agrees to pay a late charge of one percent(1%)per month,(but not in excess of the rate allowed by law),on any overdue amounts not the subject of a good faith dispute.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. 2. GENERAL LICENSE TERMS Kronos owns or has the right to license the Software.The Software and Software documentation are confidential and may not be disclosed to a third party without Kronos' written consent.The Software contains proprietary trade secret technology.Unauthorized use and copying of such Software is prohibited by law,including United States and foreign copyright law.The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below.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 of the Software (and related documentation)in Customer's possession or control.This license is subject to all of the terms of this Agreement. 3. FEE BASED LIMITATIONS Customer recognizes and agrees that the license to use the Software is limited,based upon the amount of the license fee paid by Customer.Limitations,which are set forth on the Order Form,may include the number of employees,simultaneous or active users,Software product modules, Software features,computer model and serial number and partition,and/or the number of telephone lines or terminals to which the Software is penmitted to be connected.Customer agrees to:i)use the Software only for the number of employees,simultaneous or active users,computer model,partition and serial number,and/or terminals permitted by the applicable license fee;ii)use only the product modules and/or features permitted by the applicable license fees;and iii)use the Software only in support of Customer's own business.Customer agrees not to increase the number of employees,simultaneous or active users,partitions,terminals,products modules,features,or to upgrade the model,as applicable,unless and until Customer pays the applicable fee for such increase/upgrade.Customer may not relicense or sublicense the Software to,or otherwise permit use of the Software(including timesharing or networking use)by any third party.Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of Kronos. 4. OBJECT CODE ONLY Customer may use the computer programs included in the Software(the"Programs")in object code form only,and shall not reverse compile,disassemble or otherwise convert the Programs into uncompiled or unassembled code. The Programs include components 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 of the Teletime Software and the Kronos iSeries(which must be licensed separately). All copies of the Programs or any part thereof,whether in printed or machine readable form and whether on storage media or otherwise,are subject to all the terms of this license,and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer. 6. UPDATES In the event that Kronos supplies Service Packs,Point Releases and Major Releases(including legislative updates if available)of the Software(collectively referred to as "Updates"),such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby. T 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 of the countries in which the Equipment and Software may be used by Customer and shall indemnify Kronos for any noncompliance which results in damages or liability for Kronos. Customer's obligations hereunder shall survive the termination or expiration of this Agreement. Customer must obtain Kronos'prior written consent before exporting the Software. 8. FIRMWARE Customer may not download firmware updates for the Kronos Equipment unless Customer is maintaining such Equipment under a support plan with Kronos.If Customer is not maintaining the Equipment under a support plan with Kronos,Kronos shall have the right to verify Customer's Kronos Equipment to determine if 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. Kronos Incorporated 900 Chelmsford Street Lowell,MA 01851 Page:2/5 Phone:(978)250-9800 9. TRAINING POINTS Training Points which are purchased by Customer maybe redeemed for an equivalent value of instructor-led training sessions offered by Kronos.Available instructor-led sessions are listed at ht_pt ://customer.Kronos.com and each session has the Training Points value indicated.Training Points may be redeemed at any time within 12 months of the date of the applicable Order 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. ACCEPTANCE For Customer's initial purchase of each Equipment and Software product Kronos shall provide an acceptance test period (the"Test Period")that commences upon Installation.Installation shall be defined as:a.)the Equipment,if any,is mounted;b.)the Software is installed on Customer's server(s);and c.)implementation team training, if any, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the Kronos published electronic documentation, ("Specifications"). The Test Period shall be for 30 days. If Customer has not given Kronos a written deficiency statement specifying how the Equipment or Software fails to meet the Specifications("Deficiency Statement")within the Test Period,the Equipment and Software shall be deemed accepted.If Customer provides a Deficiency Statement within the Test Period,Kronos shall have 30 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 Kronos shall refund any monies paid by Customer to Kronos for the returned Equipment and Software.Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test. It. LIMITED WARRANTY Kronos warrants that all Kronos Equipment and Software media shall be free from defects in materials and workmanship,for a period of ninety(90)days from Delivery.In the event of a breach of this warranty,Customer's exclusive remedy shall be Kronos'repair or replacement of the deficient Equipment and/or Software media,at Kronos' option,provided that Customer's use,installation and maintenance thereof have conformed to the Specifications.This warranty is extended to Customer only and shall not apply to any Equipment(or parts thereof)or Software media in the event of: (a) 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,(ii)using such Software does not release Customer of any professional obligation concerning the preparation and review of such reports and documents,(iii)Customer does not rely upon Kronos,Best Software,Inc.or such Software for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents,and(iv)Customer will review any calculations made by using such Software and satisfy itself that those calculations are correct. 12. INDEMNIFICATION Kronos agrees to indemnify Customer and to hold it harmless from and against any and all claims,costs,fees and expenses(including reasonable legal fees)relating to actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer by virtue of Customer's use of the Software as delivered and maintained by Kronos,provided that:i)Kronos is given prompt written notice of any such claim and has sole control over the investigation,preparation,defense and settlement of such claim;and,ii)Customer reasonably cooperates with Kronos in connection with the foregoing and provides Kronos with all information in Customer's possession related to such claim and any further assistance as reasonably requested by Kronos.Kronos will have no obligation to indemnify Customer to the extent any such claim is based on the use of the Software with software or equipment not supplied by Kronos.Should any or all of the Software as delivered and maintained by Kronos become,or in Kronos'reasonable opinion be likely to become,the subject of any such claim,Kronos may at its option:i)procure for Customer the right to continue to use the affected Software as contemplated hereunder;ii)replace or modify the affected Software to make its use non-infringing;or iii)should such options not be available at reasonable expense,tenminate 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. PROFFESSIONAL AND EDUCATIONAL SERVICES (a) TRAVEL EXPENSES Customer agrees to reimburse Kronos for all reasonable and necessary travel incurred by Kronos in the perfonnance 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 Form,Professional and Educational Services("Professional Services")shall be provided on a time and material basis at the rates set forth in the Order Form. If a dollar limit is stated in the Order Form or any associated statement of work("SOW"),the limit shall be deerned an estimate for 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 a Change Order or Schedule of Services for continuation of the Professional Services is signed by the parties. (c) WARRANTY Kronos warrants that all professional and educational services performed under this Agreement shall be performed in a professional and competent manner.In the event that 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. Kronos Incorporated 900 Chelmsford Street Lowell,MA 01851 Page:3/5 Phone:(978)250-9800 (d) KRONOS PROFESSIONAL/EDUCATIONAL 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: http//www kronos.com/Support/ProfessionalSeryicesEnZagementPOlicies.htm ("Professional Services Policies"). In the event of a conflict between the Professional Services Policies and this Agreement,the terms 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 Agreement a copy of which is available upon request and is located at: http://www.kronos.com/Legal/EquipmentSupportARr.aspx.. (b) EXTENDED SUPPORT PROGRAM(DELL SERVERS) Customers purchasing the Extended Support Program(as indicated on the Order Form)for their Dell servers purchased from 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 htti)://www.kronos.coin/Legal/Sul)plementalTerms.ast)x 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(1)year.Support service shall automatically renew for additional one year terms on the anniversary date of its commencement date,unless either party notifies the other in writing sixty(60)days prior to that anniversary renewal date.After the one year initial term of this Agreement,the Service Offerings provided and the Service Coverage period are subject to change by Kronos with sixty(60)days advance written notice to Customer.For the initial two(2)renewal years the annual support fee,for the same products and service type,will not increase by more than 4%over the prior year's annual support fee. (d) GOLD SERVICE OFFERINGS Customer shall be entitled to receive: (i) Updates for the Software(not including any Software for which Kronos charges a separate license fee),provided that Customer's operating system and equipment meet minimum system configuration requirements,as reasonably determined by Kronos.If Customer requests 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. (ii) Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for service during the Service Coverage Period.The Service Coverage Period for the Gold Service Offering is 8:00 a.m.to 8:00 p.m.,local time,Monday through Friday,excluding Kronos holidays. (iii) 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 http://www.kronos.com/services/support-services.asl)x. (iv) Web-based remote diagnostic technical assistance which may be utilized by Kronos to resolve Software functional problems and user problems during the Service Coverage Period. (v) Access to specialized content as and when made available by Kronos such as technical advisories,learning quick tips,brown bag seminars,technical insider tips, SHRM e-Learning,HR Payroll Answerforce and service case studies. (e) PLATINUM AND PLUS SERVICE OFFERINGS: Platinum:In addition to the Service Offerings specified for the Gold Service Offering above,the Service Coverage Period for the Platinum Service Offering is 24 hours a day,seven days a week,365 days a year. Plus option:In addition to the Service Offerings specified for the Gold Service Offering above,customers purchasing the Plus option shall receive the services of a dedicated, but not exclusive,Kronos Technical Account Manager("TAM")for one production instance of the Software.Customers purchasing the Gold-Plus option shall designate up to one primary and one secondary backup technical contacts("Technical Contacts")to be the sole contacts with the TAM,while customers purchasing the Platinum-Plus option shall designate up to two primary and three secondary backup Technical Contacts.Upon request,Customer may designate additional and/or backup Technical Contacts. Customer is required to place 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. (f) PAYMENT Customer shall pay annual support charges for the initial tenor in accordance with the payment terns on the Order Form and for any renewal term 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 terns. (h) RESPONSIBILITIES OF CUSTOMER Customer agrees(i)to provide Kronos personnel with full,free and safe access to Software for purposes of support,including use of Kronos' standard remote access technology,if required;(ii)to maintain and operate the Software in an environment and according to procedures which conform to the Specifications;and(iii)not to allow support of the Software by anyone other than Kronos without prior written authorization from Kronos. Failure to utilize Kronos' remote access technology may delay Kronos'response and/or resolution to Customer's reported Software problem.If Customer requires the use of a specific remote access technology not specified by Kronos,then Kronos Incorporated 900 Chelmsford Street Lowell,MA 01851 Page:4/5 Phone:(978)250-9800 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 tenminate Kronos support services in the event that Kronos is in breach of the support services warranty set forth below and such breach is not cured within fifteen(15)days after written notice specifying the nature of the breach.In the event of such termination,Kronos shall refund to Customer on a pro-rata basis those pre-paid annual support fees associated with the unused portion of the support tern.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) KRONOS SUPPORT SERVICE POLICIES Kronos' then-current Support Services Policies shall apply to all Support Services purchased and may be accessed at: http://www.kronos.com/Sui)vort/Supt)ortServicesPolicies.htm("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 Fonn: (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 • Hands-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)Tenn of Subscription:The KnowledgePass Education Subscription shall run co-tenninously with Customer's Software Support,and shall renew for additional one(1)year terns 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 terms on the Order Form.Kronos will send Customer a renewal invoice for renewal of the KnowledgePass Education Subscription at least forty five(45)days prior to expiration of the then current term.KnowledgePass Education Subscription shall renew for an additional one(1)year term if Customer pays such invoice before the end of the initial term or any renewal term. (d)Limitations:Customer recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos.Customer is permitted to make copies of the KnowledgePass Content provided in*pdf form solely for Customer's internal use and may not disclose such KnowledgePass Content to any third party other than Customer's employees. Customer may not edit,modify,revise,amend,change,alter,customize or vary the KnowledgePass Content without the written consent of Kronos,provided that Customer may download and modify contents of Training Kits solely for Customer's internal use. (e)Train-the-Trainer Program(TTT): Certification under the Train-the-Trainer Program is valid only for the point release of the Software for which the TTT Program is taken,and covers only the Customer employee who completes the TTT Program. 16. CONFIDENTIAL INFORMATION "Confidential Information"is defined as information that is:i)disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party;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 Form,the Software(and Software documentation),and the Specifications shall be deemed to be Kronos'Confidential Information.Each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality,but not less than a reasonable standard of care,which such party utilizes for its own information of similar character that it does not wish disclosed to the public.Neither party shall disclose to third parties(except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know)the other party's Confidential Information,or use it for any purpose not explicitly set forth herein,without the prior written consent of the other party.The obligation of confidentiality shall survive for three(3)years after the disclosure of such Confidential Information. This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving party can establish by legally sufficient evidence:(a)was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party,(b)is generally known to the public without violation of this Agreement;(c)is obtained by the receiving parry 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. 18. LIMITATION OF LIABILITY CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS'SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED Kronos Incorporated 900 Chelmsford Street Lowell,MA 01851 Page:5/5 Phone:(978)250-9800 HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ARE EXCLUDED. EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL KRONOS'OR ITS PARENTS', SUBSIDIARIES', AFFILIATES',OR THIRD PARTY LICENSOR'S LIABILITY TO A CUSTOMER,HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO THE CLAIM, AND IN NO EVENT WILL KRONOS OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER'S SPECIFIC USE OF,OR INABILITY TO SO USE,ANY EQUIPMENT,SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT. 19. GENERAL (a)This Agreement shall be governed by 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,storm or other acts of God.Both parties agree to use their best efforts to minimize the effects of such failures or delays. (e)All notices given under this Agreement shall be in writing and sent postage pre-paid,if to Kronos,to the Kronos address on the Order Form,or if to Customer,to the billing address on the Order 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. (i)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 representatives of both parties.Customer understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general product development direction,potential future products and/or product enhancements under consideration,Customer is not entitled to any products or product enhancements other than those contained on the Order Form.Customer has not relied on the availability of any future version of the Software or Equipment identified on an Order Form,nor any other future product in executing this Agreement. 0)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,900 Chelmsford Street,Lowell,MA. DATED: CUSTOMER: A ,A� �11 NAME: A 4 n�r � < `( � TITLE: J U S�Jl- �� KRONINC-01 BS ZA ,4CORO" CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDlYYYY) 10/16/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER License#1780862 CAOMTACT Lindsay Ducharme ME HUB International New England PHONE FAX 300 Ballardvale Street (A/C,No,Et): 978)661-6617 A/C,No): Wilmington,MA 01887 ppRIE .Lindsay.Ducharme@hubintemational.com INSURERS AFFORDING COVERAGE NAIC 0 INSURER A:Charter Oak Fire Insurance Company 25615 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Kronos Incorporated INSURER C:The Travelers Indemnity Company of America 25666 900 Chelmsford Street INSURER D:Axis Insurance Company 37273 Lowell, MA 01851 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS_SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE CLAIMS-MADE �X OCCUR H630OF198831COF19 10/1/2019 10/1/2020 DAMAGE TO RENTED 1,000,000 MED EXP(Any oneperson) 10,000 PERSONAL&ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 X POLICY❑ PPE LOC PRODUCTS-COMP/OPAGG 2,000,000 OTHER B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 X ANY AUTO BA31_ I5,N 0540671913G APPROVEI }/a% 10/1/2020 (Ea accident) $OWNED SCHEDULED BODILY INJURY Perperson) AUTOS ONLY AUTOS BODILY BODILY INJURY Per accident AUTOS ONLY AUTOO_ONLY By: PPQOaE.Rd�t AMAGE MICHAE E.GAT B X UMBRELLA LIAB X OCCUR CITY OF HUN IN W%A EACH OCCURRENCE 5,000'000 EXCESS LIAR CLAIMS-MADE CUP5K7049841913 7 gH/1/2020 AGGREGATE 5,000,000 DIED X RETENTION$ C WORKERS COMPENSATION X YIN PER OTH- AND EMPLOYERS'LIABILITY UBOP45470219E 10/1/2019 10/1/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE XFICER/MEMBER EXCLUDED? ❑N N/A E.L.EACH ACCIDENT andatory in NH) E.L.DISEASE-EA EMPLOYE 1'000'000 If yes describe under 1 000�000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT D Tech E&O Cyber P00100021961901 101112019 1 10/1/2020 2,000,000 A Property H630OF198831COF19 10/1/2019 1011/2020 All Risk DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Coverage THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) (/ ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: KRONINC-01 BSOUZA LOC M 1 ACCOREV ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#1780862 NAMED INSURED HUB International New England 900 Chelmsfo Incorporated POLICY NUMBER Lowell,MA 01851 SEE PAGE 1 CARRIER NAIC CODE _ EE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance 19-20 WC 19-20 Employers Liability(cont'd): Travelers Indemnity Company Policy#UBOP45458A7913G-All States(except CA, MN, MO, NY and monopolistic) Effective 10/01/19 to 10/01/20 Limits of Liability: Bodily Injury by Accident $1,000,000 each accident Bodily Injury by Disease $1,000,000 policy limit Bodily Injury by Disease $1,000,000 each employee Travelers Property Casualty Company of America Policy#UB0P45458A1913G-CA, MN, MO, NY Effective 10/01/19 to 10/01/20 Limits of Liability: Bodily Injury by Accident $1,000,000 each accident Bodily Injury by Disease $1,000,000 policy limit Bodily Injury by Disease $1,000,000 each employee ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD