HomeMy WebLinkAboutExhibitCost Breakdown for Kronos Worforce Management Software
Police Department
Monthly
Subscription
YR 1
YR 2
YR 3
YR 4
YR 5
Monthly
$5,710
$68,514
$68,514
$71,255
$74,105
$77,069
$359,456
Implementation
$66,240
Training
$1,890
$1,966
$2,044
$2,126
$2,211
$10,237
Five Year Total
$435,933
Created by Richard McLaren, C.P.M.
03/04/2015
I<RIC::7NC:: .4
Creation Date: 1-1em2014
Prepared By:
Bill To: Attention:
Accounts Payable
City of Mkml-Finance-General Accounting
444 SW 2nd Ave, 6th Floor
Miami, Ft 33130
Solution ID:
Primary Contact Neme:
Primary Contact Phone:
Primary Contact Email:
Armando Aguilar
305.603.6100
amsando.agu0ark@miaml-poRm.org
Currency: USD
Customer PON
Initial Term: 24 Months
Renewal Term: Month to Month
888ng Frequency: Per the Agreement
Start Date:
Dime M execution of I. skarn .by both part.
/0, ...n_.Onil l•:: i.....
Order Form - Workforce Central SaaS
Expkanon Date: 1-Apr-2014
Orderlyn° Standard
Ship To: Attention:
Armando Aguilar
City of Miami Police Department
400 NW 2nd Ave
Miami FL 33128
license Email: v farm„n^l,onas.com
F08: Shipping Point
Ship Method: Fedex Ground
Freight terms: Prepay &Add
Payment Terms: N30
Datecenter location: U5
Kronos Contact
Information: IOo,os Incorporated
Attention:
297 81Ierka Rd
Chelmsford, MA 01824
Telephone # 987.250.9800
Part # / Module
License Count PEPM
Monthly
Service Fee
8604138-000 Workforce TeieStaff Enterprise v4
8604139.000 Workforce TeieStaff Global Access v4
875
875
$453
$052
$3,963.75
$455.00
8604140.001 Workforce TeieStaff Gateway Manager v4
8604141-001 Workforce TeieStaff Gateway Manager v4 Interface to WFC v6/v7
8604142-000 Workforce Tele5laN institution Focus v4
875
$150.00
$0.00
$039
$15000
$0.00
5341.25
8604143.000 Workforce TeeStaff Contact Manager v4
8604145-000Workforce Telesta3 Bidding V4
875
550
$0.26
$1.04
$227.50
5572,00
$0.00
$000
Total
+4AFPE
MS
• W.Werte N..k..p.r foallMdec Wo,Wwmpmekeeper,Workforce Marupr1:10 Reg, Workforce Emdoree, Workforce moot.. Manta. , Wa410na Monk Empbre. e,Worklone Montle sum, l'40sum
werWan.Ne/Y.yrN14Maletad 1.e: Workforce Now/o wokrompaymn. wanrorcexwpayrdl administrator umo Ratio woulonte Mampr MO Web. workrote NR/PRDnpbyee
,7
ce Fee
50.00
$0.08
Part it / Equipment Purchased
Quantity
Unit Price
Total Price
$0.00
Total Equip
Purchased Herbs
(`l AND CO ......A..
Total E3Wpmempu.
d Sopp
$OOD
Total Monthly ServIces Fee
5000
5400
Part# / Service Offering Hours Rate Role Total Price
9990002-ONL Momentum Online Remote Team
$66,240.00
S0.00
$0.00
KnowledgePass Part# / Service Offering
quantity
Unit Price
Total Price
8602748-031 KnowledgePass
1Each
$0.00
$0.00
E0"SUBSCRIPTION EdServices Subscription
1 Contract
$1,890.00
$1,890.00
50.00
$0.00
$0.00
Total Professional and Educational Series
.: :.S66,130.00
Offering Types
Total Monthly Fees (Application/ Equipment / Cloud Servic
Professional & Educational Fees (Flied Fee)
Equipment Purchased &Support
Miscellaneous Purchased hens
Summary Total
$5,709.50
$68.130.00
$0.00
$0.00
Minimum Contract Value (Monthly Fees X Ine6I term)
$137,028.00
lltlintOttnarltrX
Kronos Software Support Services level
Kra nos Equipment Support Services level
Platinum
Depot Exchange
Order Notes:
For the services set forth in the Statement of Work (or 'WW1 and this Order Form, Kronos agrees to complete the services, as described in the SOW for the feed fee set forth herein, unless additional hours
re required to complete such services due to a material change in the scope of the project, Customer delay in fulfilling its obligations, or as a result of a change in the complexity of the original scope of services
based on information unknown at the time the parties entered Into this SOW. Any such additional hours shall be agreed upon by the parties pursuant to the Clunge Order process described In the SOW and the
fixed fee amount descrlsed herein shall be amended as provided k, such Change Order. If Kronos has not Invoked for the entire fixed fee amount ae set forth in the SOW (and any Change Orders, if applfoab le)
upon completion of the services, Kronos will Invoice Customer for any remaining fees up to the fixed fee amount and Customer shall pay such tees upon the payment terms agreed upon by the parties. All
services shall be invoiced in accordance with the terms of the Agreement unless otherwise specified m the SOW.
At the expiration of the Initial Term and at each annual annversary of that date thereafter, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent (456). The increased
Monthly Service Fees will be reflected in the monthly invoice following the effective date of such Increase without additional notice.
This order entered into between the Customer and Kronos a subject to the terms and conditions of the Contract 1114.11R-003 dated March 181h, 2014 between the lead Agency (acting as the "Owner") and
Kronos Incorporated (as the "Contractor").
ate of Miem4Finence'Generel Accounting
Signature.
Name:
Kronos
Signature.•
Name:
T#k:
Etfeatwe Date:
TBk:
Effective Date:
KRONO5
Quote#: 482919 -1
Expires: 27-MAR-2015
Prepared By: House Account, Public Sector Southeast
ORDER FORM
Order Type: Upgrade US
Date: 27-JAN-2015
Page: 1/2
Bill To: CITY OF MIAMI
444 SW 2ND AVENUE, 5TH FLOOR
C/O INFO TECHNOLOGY DEPT
MIAMI
FL 33130
United States
Solution ID: 6009031
Ship To: CITY OF MIAMI
444 SW 2ND AVENUE, 5TH FLOOR
C/O INFO TECHNOLOGY DEPT
MIAMI
FL 33130
United States
Contact: Armando Aguilar
Email: armando.aguilarjr@miami-police.org
Payment Terms: N30
Currency: USD
Customer PO Number:
FOB: Shipping Point
Ship Method:
Freight Term: Prepay & Add
Order Notes:
This order entered into between the Customer and Kronos is subject to the terms and conditions of the Contract #14-JLR-003 dated March 18th, 2014
between the Lead Agency (acting as the "Owner") and Kronos Incorporated (as the "Contractor").
Your Kronos solution includes:
SOFTWARE
WORKFORCE INTEGRATION MANAGER V6 TO TELESTAFF V2N4
'Includes applicable software media
SUPPORT SERVICES
;.;vim&k•^ir xr.%..n.,'(, Fl.�,I sr...,.
GOLD SUPPORT SERVICE
'Support values listed above are total for all applicable products in each section of this Order Form
QUOTE SUMMARY
ascripcl
Subtotal
Deposit
Tax
r t TPr
$0.00
($0.00)
d
Tol
$0.00
Kronos j Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.kronos.com
KRONOS/
Quote#: 482919 - 1
Page: 2/2
CITY OF MIAMI Kronos Incorporated
Signature: Signature:
Name: Name:
Title: Title:
Effective Date: Effective Date:
Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise
indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT
TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY
CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBosso Enterprise Middleware components embedded in the Software are subject to the
End User License Agreement found at http://www.redhatcomilicensesdboss eula.htmLShipping and handling charges will be reflected on the final invoice.
Kronos l Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics
Kronos incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.kronos.com
Statement of Work
City of Miami Police
Workforce TeleStaff Implementation
Sales Executive
Tammy Parker
Pry
Tavish Colonelli
Expiration Date
3/27/2015
Service Portfolio Consultant
Scott Kopco
Cusi
er Name
City of Miami Police
File Nai
ID
2015-13146
SO'
Create Date
12/4/2014
Revision
4
Projec
Type
Net New
Sta
Approved
(c) 2014, Kronos Incorporated. All rights reserved. Information within is subject to change without notice.
CONFIDENTIAL - Not to be disclosed to third parties without specific written consent from Kronos.
This Statement of Work (also known as the "SOW") documents the agreement between Kronos Incorporated and City of Miami Police
concerning the services to be performed by Kronos, including the deliverables, the costs of the project, the responsibility of each party and
how the project will be managed.
1.1. PROJECT OVERVIEW
Kronos will provide Professional Services for the implementation of Workforce TeleStaff with Integration to Workforce Central.
1.2. PRODUCT SUMMARY
The following products are considered in scope for the services and fees defined within this document, unless otherwise noted
below. Additional products and/or licenses may incur additional fees.
Product
Implements#ion Type
Version
Workforce TeleStaff Enterprise
New
4.x
Workforce TeleStaff Global Access
New
4.x
Workforce TeleStaff Gateway Manager Interface to WFC
New
4.x
Workforce TeleStaff Institution Focus
New
4.x
Workforce TeleStaff Contact Manager
New
4.x
Workforce TeleStaff Bidding
New
4.x
1.3. PROJECT DURATION
Depending upon City of Miami Police resource availability and project task capability, the duration of the project may need to be extended.
This will increase the number of hours required for tasks that are performed on a weekly basis such as managing project communications,
managing/updating project plans, facilitating project meetings and updating project status reports.
Duration of Project - TeleStaff
30 weeks
Workforce TeleStaff Implementation I KRONOS INCORPORATED CONFIDENTIAL
Page 2 of 9
KRONOS'
ROJECT. GUIDELJNE :
2.1. CHANGE CONTROL
If the Scope of Services defined in this document changes at any time during the course of this project, Kronos and City of Miami Police will
review and adjust the scope and budget of services through standard Kronos change control procedures.
Please review the Kronos Change Control Policy:
http://www.kronos.com/professionalservicesengagementpolicies.aspx
2.2. CUSTOMER APPROVAL OF SERVICE DELIVERABLES
As part of the project, service deliverables may be provided to City of Miami Police for approval and/or acceptance. Delays in customer
approval/acceptance of deliverables will result in an extension of the project timeline and may result in additional services being
required. To avoid project delays and increased costs, City of Miami Police should expect to approve/accept deliverables or provide written
notification of errors to Kronos within five (5) business days after receipt of the deliverable. Following the receipt of a revised
deliverable, City of Miami Police will then have an additional five (5) business days to report that all errors have been resolved and provide
deliverable acceptance.
2.3. ENGAGEMENT RECOMMENDATIONS
City of Miami Police is responsible for developing their workforce management policies and for documenting and disseminating business
procedures and policy changes to support the Kronos system prior to Kronos implementing the policies. The City of Miami Police Project
Team will attend appropriate Kronos training prior to and while participating in the implementation. City of Miami Police understands that
Kronos recommends setup of both a DEVELOPMENT and PRODUCTION environment.
Commitment from City of Miami Police upper management is crucial to the success of the project. Kronos assumes City of Miami Police will
assign a Project Executive Sponsor. The Executive Sponsor is responsible for implementing the necessary change management for City of
Miami Police to embrace using an automated Workforce Management system and for ensuring the Project Team is appropriately staffed,
made available and is executing their tasks according to the Project Plan.
2.4. FIXED FEE GUIDELINES
For the services set forth in this Statement of Work (and on the corresponding Order Form for such services), Kronos agrees to complete
the services described herein for the fixed fee set forth herein, unless additional hours are required to complete such services due to a
material change in the scope of the project, City of Miami Police's delay in fulfilling its obligations, or as a result of a change in the
complexity of the original scope of services based on information unknown at the time the parties entered into this SOW. Any such
additional hours shall be agreed upon by the parties pursuant to the Change Order process described in the SOW and the fixed fee amount
Workforce eStaff Implementation I KRONOS INCORPORATED CONFIDENTIAL
Page 3of9
described herein shall be amended as provided in such Change Order. If Kronos has not invoiced for the entire fixed fee amount as set
forth in this SOW (and any Change Orders, if applicable) upon completion of the services, Kronos will invoice City of Miami Police for any
remaining fees up to the fixed fee amount and City of Miami Police shall pay such fees upon the payment terms agreed upon by the parties.
3. IMPLEMENT.ATION METHODOLOGY PHASES
3.1. SOLUTION ASSESSMENT AND DESIGN
During this phase of the project, Kronos assists City of Miami Police with ensuring all applicable requirements and Solution Design
documents for the implementation of the product(s) are understood and completed.
Customer's Commitment
Prior to this phase of the project, City of Miami Police shall arrange for acquisition and setup of necessary system hardware and establish
Internet connectivity at the server(s). City of Miami Police shall also arrange for installation and network testing of the Timekeeper terminals,
if purchased. In addition to completing the requisite Kronos training, the City of Miami Police Project Manager shall ensure that all internal
resources are coordinated and scheduled to participate in each assessment per their domain expertise or role as a decision maker. Also
during this phase, the City of Miami Police Project Manager shall begin to develop testing and education plans.
3.2. SOLUTION BUILD
During this phase of the project, Kronos and City of Miami Police jointly build the solution per the in -scope application building blocks. In
addition, Kronos guides City of Miami Police to perform configuration unit testing to validate the rules against the solution design.
Customer's Commitment
During this phase of the project City of Miami Police will provide access and security to the applicable network and servers and dedicate or
make available, appropriate resources with the necessary domain experience. It may be necessary for the City of Miami Police Project
Manager to provide communication and access to a Third Party Software vendor during the build and testing of integration components or
custom attributes.
PROJECT SCOPE DETAIL
4.1. APPLICATION BUILDING BLOCKS
Technology Factors
Total number of environments
2
The database platform will be
SQL Server
Workforce TeleSta Implemenlation I KRONOS INCORPORATED CONFIDENTIAL
Page 4 of 9
integration,
• 1 TeleStaff Databases; Scope includes: Standard person import from WFC; Standard Accrual import from WFC, Standard Roll -call punch from
WFC; Standard Roster/schedule export to WFC
orkforce TeleSt
Enterprise
This product will be implemented in phase
1
Number of Employees within Scope
875
Workforce TeleStaff Enterprise Standard Deployment'
The database platform will be
SQL Server
Total number of environments
2
Number of Sites (facilities, locations, etc.)
1
Distinct Implementations
Size
# of Divisions
Division Names
Police
875
3
Patrol, Investigations/Special
Investigations, Admin
Distinct Implementations: 1
875
3
Workforce TeleStaff Enterprise Standard Deployment Professional Services Scope
• Lead Application Configuration Assessment for organizational structure review; Lead up to 5 deployment sessions for: Authorities, Ranks,
Shifts, Specialties, Work codes, Work code business rules, Roster Views; Remote Project Support
• 3 Divisions
• Lead Technical Assessment Readiness Call; Application Install
• Global Access Standard Deployment
• Institution Focus Standard Deployment
• Contact Manager Standard Deployment
• Standard Payroll Export
• Education Strategy Guidance
• Standard Testing Guidance
• Train -the -Trainer Workshop
• Deployment Planning and Go -Live Support
Workforce TeleStaif Enterprise Advanced Deployment
Number of Sites (facilities, locations, etc.)
1
Distinct Implementations
Size
# of Divisions
Division Names
Workforce TeleStaff Implementation KRONOS INCORPORATED CONFIDENTIAL
Page 5 of 9
Police
875
1
Patrol
Distinct Implementations: 1
875
1
Workforce TeleStaff Enterprise Advanced Deployment Professional Services S
• Lead Application Configuration Assessment; Configure: Minimum counts, staffing alarms, vacancy rules & strategies
• 1 Divisions
idding Professional Services
• 1 Bidding Configuration: Position/Shifts
• 1 Bidding Configuration: Vacations
5. EDUCATION, L SERV C ES
5.1. EDUCATIONAL SERVICES IN SCOPE
Educational Service
Description
KnowledgePassm Subscription
KnowledgePassTM is an online educational portal that provides 24/7 anytime -anywhere access to in-depth
training content to help your employees maximize productivity and achieve their goals from implementation to
optimization. Gain instant access to helpful tutorials, job aids, in-depth, hands on tools, webinars, and
educational documents to help your team succeed.
Workforce TeleStaff Implementation I KRONOS INCORPORATED CONFIDENTIAL
Page 6 of 9
6. PROJECT COSTS AND RATE 8
All estimates are quoted in USD.
6,1. PROFESSIONAL SERVICES FIXED FEE INVOICING SCHEDULE
Standard Deployment Phase Month 1
$7,920.00
Standard Deployment Phase Month 2
$7,920.00
Standard Deployment Phase Month 3
$7,920.00
Advanced Deployment Phase Month 1
$7,920.00
Advanced Deployment Phase Month 2
$7,920.00
Advanced Deployment Phase Month 3
$7,920.00
Bidding Phase Month 1
$4,320.00
Completion of Workforce TeleStaff <> Workforce Central Integration
$14,400.00
Investment for this Implementation
$66,240.00
6.2. EDUCATIONAL SERVICES
Product Name
Part Number
Quantity
Unit of Measure
Rate
Total
KnowledgePassTM
8602748-001
1
EA
$1,890.00
$1,890.00
Total Estimated Educational Services
$1,890.00
Workforce TeleStaff Implementation I KRONOS INCORPORATED CONFIDENTIAL
Page 7 of 9
6. SIGNATURES AND APPROVA
Q
SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE
By: Date:
Title:
This Statement of Work is subject to City of Miami Police's agreement with Kronos governing Professional, Education and Cloud
Services. By signing below, City of Miami Polices authorized representative agrees to purchase the services described herein.
ACCEPTED AND AGREED
City of Miami Police
By: Date:
Title:
City of Miami Police may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution
of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of
Kronos Incorporated. All rights reserved. Copyright 2014
Workforce TeleStaff Implementation I KRONOS INCORPORATED CONFIDENTIAL
Page 8of9
MO OS'
APPENDIX A
1.1. ENGAGEMENT GUIDELINES
Please review the Kronos engagement guidelines:
http://www.kronos.com/professionalservicesengagementpolicies.aspx
Workforce TeleStaff mpniontationImplementation! KRONOS INCORPORATED CONFIDENTIAL
Page 9 of 9
Detail by Entity Name
Page 1 of 3
FLORIDA DEPARTMENT OF
DIVISIONof CORPORATIONS
Detail by Entity Name
Foreign Profit Corporation
KRONOS SYSTEMS INCORPORATED
Cross Reference Name
KRONOS INCORPORATED
Filing Information
Document Number P23669
FEI/EIN Number 042640942
Date Filed 03/31/1989
State MA
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 07/28/1989
Event Effective Date NONE
Principal Address
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Changed: 02/01/2001
Mailing Address
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Changed: 02/01/2001
Registered Agent Name & Address
CT CORPORATION SYSTEM
1200 S. PINE ISLAND ROAD
PLANTATION, FL 33324
Name Changed: 05/20/1992
Address Changed: 05/20/1992
Officer/Director Detail
Name & Address
Title DIRECTOR & CEO
Detail by Entity Name Page 2 of 3
AIN, ARON J
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Title DIR
JULIEN, MARK
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Title OFF
DICKSON, CHARLIE
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Title OFF
JULIEN, MARK
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Title OFF
KIZIELEWICZ, JAMES
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Title OFF
TODD, CHRISTOPHER
297 BILLERICA ROAD
CHELMSFORD, MA 01824
Annual Reports
Report Year
2012
2013
2014
Filed Date
04/11/2012
04/25/2013
03/18/2014
Document images
03/18/2014 -- ANNUAL REPORT
04/25/2013 -- ANNUAL REPORT
04/11/2012 -- ANNUAL REPORT
04/14/2011 -- ANNUAL REPORT
04/14/2010 -- ANNUAL REPORT
04/03/2009 -- ANNUAL REPORT
01/24/2008 -- ANNUAL REPORT
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Detail by Entity Name Page 3 of 3
0105/2OO7—ANNUAL REPORT
O1/O5/2OO8—ANNUALREPORT
O104/2OO5—ANNUAL REPORT
01/23/2OO4—ANNUALREPORT
O1/27/2003—ANNUAL REPORT
O204/2O02—ANNUAL REPORT
O201/2OO1—/4NNUALREPORT
01/25/2[0D—ANNUAL REPORT
O208/19Q9—ANNUALREPORT
O2Y10199O—ANNUAL REPORT
O40g/1SB7—ANNUAL REPORT
D4/10189O—ANNUAL REPORT
O5/O1/19S5—ANNUAL REPORT
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CoDyncifit i and Lrumu�.^e
State mFlorida, ne»a*-nemofsmte
US Communities
•
Page 1 of 2
U.S. Communities
af13,3:i3.';? K:;1'fM:'}i5:3fei.'s:a1'6 Rs
a:
Partnership Information
Kronos is proud to partner with the U.S. Communities Government Purchasing Alliance to provide State, Local, K-12,
Higher Education, Public Safety, and Non -Profit organizations with workforce management solutions aimed at
controlling labor costs, minimizing compliance risk, and improving workforce productivity and efficiency,
Under the scrutiny of the public eye, public sector organizations operate with tight budgets and complex workforce
management rules that are designed to ensure that quality services are provided at a minimal cost to the taxpayers.
As a public sector organization there is no room for error, particularly in the realm of workforce management. It
requires an experienced and trusted vendor who has proven to provide workforce management solutions and services
within the public sector, With Kronos as your trusted partner, member agencies will benefit from proven and versatile
solutions that minimize risk.
Kronos Solutions
Our solutions include:
Workforce Central — Workforce Central[' is our flagship product designed for organizations with more
complicated pay rules, organizational structures and deployments. The product is robust enough in functionality
and applications to meet the needs of any size and complexity.
Workforce Ready — Kronos Workforce Ready4' is a ready-made product for smaller organizations or those with
less complexity. Combining full functionality with low cost all in a SaaS environment, Workforce Ready has
become the staple for the public sector.
Workforce TeleStaff — Workforce TeleStaff is a unique scheduling application for public safety officials that
allow chiefs to easily build and modify rosters as well as the bidding process. Workforce TeleStaff easily
integrates with both Workforce Central and Workforce Ready.
Kronos Services
Our services include:
Cloud Services — With Kronos you have a choice of deploying the solution in your own on -premise data center
or in our secure private cloud. Letting Kronos Cloud Services host and/or manage your application has many
advantages including expertise and operational support that can help unburden your IT staff to focus on core
business initiatives. Plus, fast access to the latest solution upgrades and workforce management tools.
Professional Services — Kronos has the resources, infrastructure, and processes necessary to provide the best
customer implementations in the industry. With thousands of successful customers in virtually all industries,
Kronos continues to serve as a trusted partner providing enterprise workforce management implementations
that work.
Change Management Services — Introducing and managing change in the public sector is a challenging
endeavor. With Kronos, we provide our customers change management services that complement product
implementation. For instance, in support of your defined scope of work, change management will be critical to
ensure the organization is ready for change.
Global Support Services — The Kronos Global Support Gold, Gold Plus, Platinum, and Platinum Plus plans are
designed to provide increasing levels of support, depending on your business -specific requirements. Our
dedicated support teams give you the direction you need to keep your Kronos solution running smoothly and
continually returning value.
Educational Services — Kronos Educational Services work with organizations to define an education strategy
to train the implementation, functional and technical project team mernbers and end users. Kronos provides
learning paths for our solution to assist in defining the appropriate training for each employee role.
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US Communities Page 2 of 2
U.S. COMMUNITIES"
GOVERNMENT PURCHASING ALLIANCE
NATIONAL
LEAGUE
CITIES
REQUEST FOR PROPOSALS
RFP #14-JLR-003
By
Harford County Public Schools
On Behalf of U.S. Communities
Governmental Purchasing Alliance
FOR
Workforce Management System
Including
Time, Attendance, Leave, Scheduling, Payroll Solutions and
Related Products, Services and Systems
Proposals Due: November 7, 2013, 2:30 pm local time (eastern)
Harford County Public Schools Purchasing Department
410-638-4080
THIS SOLICITATION IS MADE BY HARFORD COUNTY PUBLIC SCHOOLS,
MARYLAND ON BEHALF OF THE U.S. COMMUNITIES GOVERNMENT
PURCHASING ALLIANCE
RFP — Workforce Management System
#14-JLR-003
TABLE OF CONTENTS
Section I — General Information 6
Calendar of Events (Timeframe) 7
Pre -Proposal Conference 11
Section II — Performance Work Statement 12
Proposal Submission 14
Section III — Evaluation and Selection Process 16
Technical Proposal Criteria 17
Cost Proposal Criteria 19
Sample Pricing Scenario 19
National Pricing Description .20
Section IV — Statement of Work Questionnaire 22
Section V - U.S. Communities Supplier Qualifications 30
Supplier Qualification Worksheet 36
New Supplier Implementation Checklist 37
Supplier Information Required 39
Attachment A, Master Intergovernmental Cooperative Purchasing Agreement 43
Attachment B, U.S. Communities Administration Agreement 45
Attachment C, State Notice Addendum 58
Attachment D, FEMA Addendum 75
Attachment E, Community Development Block Grant Addendum 76
Attachment F, Debaiiiient and Anti -Bribery Statement 78
Bid Form/Price Sheet 79
Sample Pricing Bid Form/Price Sheet 81
Bid Form/Price Sheet Signature Sheet 82
-2-
RFP — Workforce Management System
#14-JLR-003
U.S. COMMUNITIES OVERVIEW
U.S. Communities Government Purchasing Alliance (herein "U.S. Communities") assists
Participating Public Agencies to reduce the cost of purchased goods through strategic
sourcing that combines the volumes and the purchasing power of public agencies
nationwide. This is accomplished through an award of competitively solicited contracts
for high quality products and services by large and well recognized public agencies
(herein "Lead Public Agencies").
A. National Sponsors
U.S. Communities is jointly sponsored by the National Institute of Governmental
Purchasing (NIGP), the National Association of Counties (NACo), the National League
of Cities (NLC), the Association of School Business Officials International (ASBO) and
the United States Conference of Mayors (USCM) (herein "National Sponsors").
B. Advisory Board
The U.S. Communities Advisory Board is made up of key government purchasing
officials from across the United States.
Each Advisory Board Member is expected to actively participate in product bids and
selection, participate in policy direction, and share expertise and purchasing innovations.
Current U.S. Communities Advisor Board Members
North Carolina State University, NC
City of Los Angeles, CA
Cobb County, GA
Denver Public Schools, CO
Fresno Unified School District, CA
City and County of Denver, CO
Emory University, GA
Fairfax County, VA
Harford County Public Schools, MD
City of Kansas City, MO
Hennepin County, MN
Collier County Public Schools, FL
Port of Portland, OR
City of Chicago, IL
City of Houston, TX
Los Angeles County, CA
Maricopa County, AZ
Miami -Dade County, FL
Salem-Keizer School District, OR
San Diego Unified School District, CA
City of Seattle, WA
Great Valley School District, PA
Auburn University, AL
City of San Antonio, TX
Orange County, NY
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C. Participating Public Agencies
Today more than 57,000 public agencies utilize U.S. Communities contracts and
suppliers to procure over $1.3 Billion Dollars in products and services annually. Each
month more than 400 new public agencies register to participate. The continuing rapid
growth of public agency participation is fueled by the program's proven track record of
providing public agencies unparalleled value.
The Supplier(s) must communicate directly with any Participating Public Agency
concerning the placement of orders, issuance of the purchase order, contractual disputes,
invoicing, and payment.
The Harford County Public Schools is acting as "Lead Agent" and contracting agent for
this solicitation and for the participating public agencies and shall not be held liable for
any costs, damages, expenses, fees, liabilities, etc. incurred by any other participating
public agency.
Each Participating Public Agency enters into a Master Intergovernmental Cooperative
Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to
the Lead Public Agencies' Master Agreements. Under the terms of the MICPA, the
procurement by the Participating Public Agency shall be construed to be in accordance
with, and governed by, the laws of the state in which the Participating Public Agency
resides. A copy of the MICPA is attached as Attachment A.
D. Estimated Volume
The estimated dollar volume of Products and Services purchased under the proposed
Master Agreement is $50 Million Dollars annually. This estimate is based on the
anticipated volume of the Lead Public Agency, the U.S. Communities Advisory Board
members, and current sales within the U.S. Communities program. While there is no
minimum quantity of products required to be purchased under the proposed Master
Agreement, Harford County Public Schools and the U.S. Communities Advisory Board
Members are committed to utilizing the Master Agreement to the extent possible. The
Advisory Board members shall deteirnine if the Master Agreement is of value to their
agency, and will promote the Master Agreement among other public agencies nationwide
and internationally. The Advisory Board in 2012 purchased more than $135 Million
Dollars of products and services from existing U.S. Communities contracts.
E. Marketing Support
U. S. Communities provides marketing support for each Supplier's products through the
following:
• National Sponsors as referenced above.
• State Associations of Counties, Schools and Municipal Leagues.
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• Administrative and marketing personnel that directly promote the U.S.
Communities Suppliers to Participating Public Agencies through public agency
meetings, direct mail, national publications, annual meetings and a network of K-
12, City, County, Higher Education and State Associations.
• U.S. Communities provides Suppliers government sales training, and a host of
online marketing and sales management tools to effectively increase sales through
U.S. Communities.
F. Evaluation of Proposals
Proposals will be evaluated by the Lead Public Agency in accordance with, and subject
to, the relevant statutes, ordinances, rules and regulations that govern its procurement
practices.
U.S. Communities Advisory Board members and other Participating Public Agencies will
assist the Lead Public Agency in evaluating proposals. The Supplier(s) that respond(s)
affirmatively meets the requirements of this Request for Proposal and provides the best
overall value will be eligible for a contract award. U.S. Communities reserves the right
to make available or not make available Master Agreements awarded by a Lead Public
Agency to Participating Public Agencies.
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Section I - General Information
A. Introduction
It is the intent of this RFP to solicit sealed proposals from qualified business entities to
provide a comprehensive Workforce Management Solution of a broad scope including
Time, Attendance, Leave, Scheduling, Payroll Solutions and other Related Products,
Services and Solutions.
The method of procurement will be a competitive negotiation via a Request for Proposal
(RFP).
Price will not be the sole determinant for the award. As defined by the American Bar
Association Model Procurement Code, Competitive Sealed Proposals (RFP) will be
evaluated based upon criteria foiniulated around best value which may include among
other criteria: price, quality, performance references, financial information and the ability
to successfully supply public entities throughout the United States.
B. Background
This solicitation is being administered by Harford County Public Schools for those public
entities that elect to access the Master Agreement through the U.S. Communities
Government Purchasing Alliance.
The Harford County Public Schools System (HCPS) is acting as the solicitation Lead
Agent only and does not, at this time, intend to use the services awarded. HCPS is
administering this solicitation on behalf of U.S. Communities. We invite you learn more
about U.S. Communities at www.uscommunities.org.
C. Submittal of Questions
Jeff LaPorta, CPPB, Supervisor of Purchasing, will administer the solicitation process
and will be the point of contact for purposes of this Request for Proposal. All questions
and inquiries should be emailed to ieff.laporta@hcps.org. All questions should be
received by 2:30PM on October 10, 2013. Responses will not be made to telephone,
faxed or mailed inquires.
D. Proposal Submission
Two (2) originals and eight (8) copies including ten (10) CD's or flash drives of the
Technical Proposal are required, as well as two (2) Price Proposals. Proposals shall be
submitted to, Harford County Public Schools, 102 S. Hickory Avenue, Bel Air, Maryland
21014 to the attention of the Purchasing Department no later than November 7, 2013 at
2:30 pm eastern time.
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Technical and Cost Proposals shall be in separate sealed envelopes/containers. Cost
Proposals must be submitted on the Bid Form/Price Sheet provided. Proposals must be
clearly labeled showing the RFP number, firm's name and address, and the proposal due
date on the outside. Late proposals will not be accepted and will be returned unopened.
A Register of Proposals will be prepared at the closing time. The Register of Proposals
shall be open for inspection after award of the contract.
E. Proposal Acceptance
Proposals including price must remain valid for a period of not less than one hundred
(100) days to allow for evaluation, School Board approval and contract execution.
Harford County Public Schools reserves the right to accept or reject any or all proposals,
waive informalities and select the most favorable proposal that will serve its best interest
as well as the best interest of those participating governmental entities.
F. Calendar of Events (Subject to Change)
Event Date
Issue RFP
Pre -Proposal Conference (not mandatory)
Deadline for receipt of questions via email
Issue Addendum/s (if required)
Proposal due date
Finalist firms notified/interviewed
Finalist/s Product Demonstration
Awardee Notified
Contract Effective Date
G. Incurring RFP Preparation Cost
September 24, 2013
October 3, 2013 — 1:00pm EDT, nu 243
October 10, 2013 by 4:00pm EDT
October 17, 2013
November 7, 2013 by 2:30pm EDT
on or about November 21, 2013
week of December 2, 2013
week of December 9, 2013
January 1, 2014
Harford County Public Schools accepts no responsibility for any expense incurred in the
proposal preparation, on -site presentation, mailings, etc.
H. Confidential Information
All proposals become a matter of public record and shall be regarded as Public Records,
with the exception of those specific areas in each proposal which are designated by the
proposer as "Confidential" or "Proprietary". Items so marked shall not be disclosed
unless disclosure is required under the Open Records Act, of Freedom of Information
Act. If such items are requested under these Acts, HCPS will use reasonable efforts to
notify the proposer, and it will be the responsibility of the proposer to seek a court order
protecting the records, and to defend, indemnify, and hold harmless, HCPS from any
claim or action related to its non -disclosure of such information. Offeror cannot label all
material as confidential or proprietary.
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Contract Term
The teiiii of the contract will be for three (3) years following the contract award date
(estimated to be January 1, 2014, with the option to renew for two (2) additional one (1)
year periods. HCPS reserves the right to ratify both one year renewals at the same time,
thus becoming a two year renewal term. Renewals will be by mutual understanding and
consent between the Company and Lead Agent.
Any requests for reasonable price adjustments must be submitted sixty (60) days prior to
the Contract anniversary date. Requests for adjustment in cost of services must be
substantiated and justified and must be approved by the Purchasing Supervisor.
J. Termination for Cause
If the Contractor fails to fulfill its obligations under this contract properly and on time, or
otherwise violates any provision of the contract, Harford County Public Schools may
terminate the contract with 30 day written notice to the Contractor. HCPS can
affirmatively collect damages which may result from the Contractor's breach.
The Contractor agrees to perform work as may be necessary to correct errors, defects, and
omissions in the services required under this agreement without undue delays and without
cost to HCPS. The acceptance of the work set forth herein by HCPS shall not relieve the
Contractor of the responsibility.
K. Responsibility of Contractor
The Contractor shall perform the requirement with that standard of care, skill, and
diligence normally provided by a contractor in the performance of similar services.
Notwithstanding any review, approval, acceptance, or payment for the services by HCPS,
the Contractor shall be responsible for professional and technical accuracy of its work
furnished by the Contractor under this agreement.
L. Compliance With Law
The Contractor hereby represents and warrants:
That it is not in arrears with respect to the payment of any monies due and owing the
county or state or federal government, of any department or agency thereof, including but
not limited to the payment of taxes and employee benefits, and that it shall not become so
in arrears during the term of this agreement.
That it shall comply with all federal, state, and local law, ordinances and legally
enforceable rules and regulations applicable to its activities and obligations under this
agreement.
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That it shall procure, at its expense, all licenses, permits, insurance, and governmental
approval, if any, necessary to the performance of its obligations under this agreement.
M. Disputes
Except as otherwise provided in these contractual documents, any claim, dispute, or other
matter in question shall be referred to the Harford County Public Schools Supervisor of
Purchasing, who shall decide the issue and provide a written response to the Contractor.
The Contract shall be governed by the laws of the State of Maryland and nothing in this
contract shall be interpreted to preclude the parties seeking any and all remedies provided
by law. Any dispute resolution shall be according to the laws of, and take place in the
courts of the State of Maryland. All protests must be in writing and submitted to the
Supervisor of Purchasing. Prior to dispute resolution through the appropriate legal
means, i.e. adjudicated by the appropriate Courts, the parties will participate in
Alternative Dispute Resolution (ADR), in an attempt to resolve the dispute in accordance
with the commercial Rules of the American Arbitration Association in effect at the time.
All disputes shall be decided by a single arbitrator. All costs associated with ADR will
be borne by the Awarded Contractor.
N. Billing and Payment
Specific to other entities that may access this contract via the Master Agreement payment
methods will be entity specific and may include, credit card payment, payment by
invoice, or other options including electronic payment. The default method and
frequency of payment shall be monthly via procurement card (P-Card). Any unacceptable
payment options must be clearly articulated in the technical submission. Please advise in
your Technical Proposal if payment via credit card is not acceptable.
O. Multi -Agency Procurement
Harford County Public Schools assumes no authority, liability, or obligation, on behalf of
any other public or non-public entity that may use any contract resulting from this
Request for Proposal. Any exceptions to this requirement must be specifically noted in
the proposal response.
Harford County Public Schools reserves the right to extend the terms and conditions of
this contract to any and all other public agencies and school districts. All purchase and
payment transactions will be made directly between the contractor and the requesting
public agency. HCPS assumes no obligation on behalf of any other agency.
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P. About This Document
This document is a Request for Proposal (RFP). It differs from an Invitation for Bid in
that it is seeking a solution, as described in the cover page and in the following sections,
not a bid or cost quotation meeting specifications for the lowest price. As such, the
lowest prices proposed may not guarantee an award recommendation. As defined in the
American Bar Association Model Procurement Code, Competitive Sealed Proposals will
be evaluated based upon criteria formulated around the most important features of a
product or service, of which quality, testing, references, and availability or capability,
may be overriding factors, and price may not be deteiniinative in the issuance of a
contract or award. The proposal evaluation criteria should be viewed as standards that
measure how well a contractors approach meets the desired requirements. Those criteria
that will be used and considered in evaluation for award are set forth in this document.
No negotiations, decisions, or actions shall be initiated by any proposers as a result of any
verbal discussion with any Harford County Public Schools member or U.S. Communities
staff prior to the opening of proposals in responses to this document. RFP Offerors shall
make no contacts — either written or verbal — with any individual other than the individual
identified herein during the period beginning with the issuance of this RFP through
approval of award. Any attempt by a supplier/proposer to influence a member or
members of the aforementioned may be grounds to disqualify the proposal from the
proposer from further consideration.
As applicable to the service identified in this solicitation, trade secrets or proprietary
information submitted by a supplier/proposer in connection with this solicitation may not
be subject to disclosure. Offerors must clearly identify the materials to be protected and
state the reasons why protection is necessary.
If awarded, this RFP document in its entirety including attachments, appendices and
addendums will become part of the Contract. Harford County Public Schools reserves
the right to reject any or all proposals at any time and make necessary arrangements to
contract for the services or work described and proposed in the manner most feasible and
applicable when in its best interest to do so.
Q. Interpretation
Should any Offeror be in doubt as to the meaning of the statement of work, or anything
contained within the solicitation documents, the Offeror will contact the Supervisor of
Purchasing in writing and request a clarification or additional information. This
clarification may result in the issuing of an Addendum.
R. Waiver of Technicalities
Minor differences in the Specifications or other minor technicalities may be waived at the
discretion of the Lead Public Agency.
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S. Nondiscrimination
The Contractor shall not discriminate against any person on the basis of race, creed,
color, national origin, religion, sex, age, marital status, or mental or physical handicap in
connection with performance of this Contract. The Contractor shall comply fully with all
provisions of Executive Order 11246, as amended; the Rehabilitation Act of 1973; and
the Vietnam Veteran's Readjustment Act of 1974. For assistance or questions regarding
compliance contact: U.S. department of Labor at 410-962-3572.
T. Governing Law
Any contract resulting from this solicitation is subject to and will be construed and
interpreted under the laws of the State of Maryland.
U. Pre -Proposal Conference
A pre -proposal conference will be held on October 3, 2013 beginning at 1:00 PM EDT.
The location will be at the Harford County Public Schools Administration Building, 102
S. Hickory Avenue, Bel Air, MD 21014, 2nd Floor, Room 234.
The conference is not mandatory. Interested proposers are strongly encouraged to attend.
V. Award
It is the intent of HCPS to make a single award. HCPS reserves the right to make
multiple awards if it decides it is in the best interest of HCPS and U.S. Communities to
accommodate the diverse needs of Participating Public Agencies.
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Section II — Performance Work Statement
Outcome
The expected outcome of this proposal is to enter into a contractual relationship on behalf
of U.S. Communities, with a business partner who will provide a complete Workforce
Management System.
Suppliers are to propose the broadest possible selection of WORKFORCE
MANAGEMENT SYSTEM: INCLUDING TIME, ATTTENDANCE, LEAVE,
SCHEDULING, PAYROLL SOLUTIONS AND ANY OTHER RELATED
PRODUCTS, SERVICES AND SYSTEMS they offer. The intent of this solicitation is
to provide Participating Public Agencies with products, services and solutions to meet
their various needs. Therefore, the Suppliers should have demonstrated experience in
providing the Products and Services as defined in this Request for Proposal, including but
not limited to:
A. Time, Attendance, Leave, and Scheduling: This includes a complete workforce
management system that will support a Participating Public Agency's goal of improving
productivity, controlling labor costs, and more efficiently managing employee workforce.
B. Payroll: This includes a solution that will offer pay policy enforcement for
enhanced management of and reporting capabilities associated with a payroll system.
C. Related Products, Services and Systems: Any additional related products,
services or systems offered by Supplier, including but not limited to, Human Resources
software, Payroll Services software, Talent Management and Hiring and any other related
products, services and. systems.
Overview
Offeror is to provide a complete workforce management system (WMS) that will support
a Participating Public Agency's goal of improving productivity, controlling labor costs,
and more efficiently managing employee workforce. We are seeking a workforce
management system that includes the functionality of time and attendance and clocking
systems, scheduling and staffing, and a real-time labor management tool.
Should firms jointly work on the response, they are required to designate a single lead
firm AND provide examples of where they have successfully installed the conjoined
system to include complete descriptions of the installation, lessons learned and client
contact information.
The workforce management system should automate the tracking of time and attendance
and scheduling for each employee, cost center and business unit within a Participating
Public Agency. The system should interface with other systems to provide real-time
management tools to support labor management decisions. The system should secure all
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employee data and provide regular back-up of information as well as identify employees
through a two entry system of personal PIN, badge swipe, internet, telephone, biometrics,
etc. The systems should be able to interface with other systems already in place at the
Participating Public Agency.
The primary focus of this RFP is to award a national contract(s), to a supplier(s) that offer
the most comprehensive solutions to the above outcome statement.
Proposers are encouraged to detail in their Technical Proposal any related value added
services that will benefit contracting agencies.
Scope of Work
The workforce management system can work as an integrated system or independent
modules.
1. An important component of the workforce management system is the monitoring
of time and attendance. The system needs to be capable of core time and
attendance calculations, provide for multiple methods of time capture that are user
friendly and intuitive, and provide real-time accurate time and cost allocation
capabilities for all employees that float between cost centers and business units.
In addition, it must also deal with the complexities of various pay rules and
transaction types.
Additionally, the time and attendance component needs to have the ability to track
time spent on specific productive (work) activities as well as non -productive (paid
time off, education, orientation, etc.) activities. It needs to allow for the creation
of custom tasks to track and report on. The system needs to provide accurate
calculations of wages consistent with pay rules and regulations for all categories
of employees (exempt or non-exempt) and special pays. Time calculations must
combine times from all work locations and from all positions to accurately
detelinine overtime.
The system must provide a user friendly and intuitive process for all timekeepers
to review and approve time entries and calculated totals on an "on demand" basis
and to correct calculated totals at any time during the pay period.
2. The workforce management system should address scheduling and staffing needs.
The core scheduling functionality should be user friendly and intuitive. It should
provide real-time data, including recorded entry (punch) times and employee
hires/transfers/terminations, as well as historical data. Terminated employees
should be made inactive from all aspects of the software immediately upon
termination. The system should accommodate archiving of old data and hiding it
from current view. Different systems may have different needs from the time and
attendance component to the scheduling component. Therefore it needs to be
capable of same -day multiple assignments, concurrent as well as distinct/singular
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assignments, multiple job codes, and accurate automated labor distributions. This
real-time capability needs to accommodate employees that float between cost
centers or business units, with clear delineation of employees with different
funding sources such as grants.
Critical to the workforce management system is the capability for unit -of -service
based staffing decision support that enables efficient workload management,
appropriate staffing levels and the ability to make evidenced -based staffing
assignment decisions based on workload volume, staff skill and competency
levels and other predetermined key indicators.
System functionality should allow employees to request paid time off, swap shifts
with other equally trained and competent employees, and to indicate their
availability to pick up work opportunities, as well as to receive manager approval
via paperless system processes.
An important element of being a real-time system is notification and alerts for
overtime, skill shortage, over/under staffing requirements, paid time off, late
notices for shift start time, etc.
3. The workforce management system should have standard and customized
reporting tools that are user friendly and intuitive. The reporting function needs
to report key management indicators such as overtime, paid time off, scheduled
and unscheduled absences, non -productive times, orientation, education, etc. The
reporting component will provide data analytics to support goals of improving
productivity, controlling labor costs, and more efficiently managing employee
workforce.
Reports must be available online, in print format, exportable to Excel for analysis,
and downloadable for email distribution or pushed to the user via email or other
notification from a scheduled process or a triggering event.
Proposal Submission
This RFP requires a two-part submission process. Separate Technical and Price Proposals
are to be submitted in sealed envelopes on the date and time stipulated. Two (2) originals
and eight (8) copies (total of 10) of the Technical Proposal on CD's or flash drives are
required. Two (2) copies of the Cost Proposal are required. The proposal due date is
November 7, 2013 at 2:30 pm, eastern. Late proposals will not be accepted and will be
returned unopened. A Register of Proposals will be prepared at the closing time and will
be available for inspection after award of the Contract.
Definitions
Definitions as used herein:
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A. The term "solicitation" used in this document means this Request for Proposal (RFP).
B. The term "offer and "proposal" are used synonymously and mean a response to this
solicitation.
C. The terms "offeror" and "proposer" are synonymous and refer to the
entity/business/individual that submits a response to this solicitation.
D. Harford County Public Schools, Maryland may be referred to as "HCPS".
E. The terms "recorded entry" and "punch" are synonymous and refer to the act of
swiping, punching or taking similar action to establish attendance.
Specific Information Requested From All Proposal Submitters
Harford County Public Schools may make such investigations deemed necessary to
determine the ability of the Offeror to furnish the necessary requirements described
herein. The Offeror shall furnish, to Harford County Public Schools, all data and
information requested in order to determine the Offerors ability to perform under this
RFP. Harford County Public Schools reserves the right to reject any offer if the evidence
submitted by, or investigation of, such Offeror fails to satisfy Harford County Public
Schools that such Offeror is qualified to carry out the obligations of the contract.
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Section III — Evaluation and Selection Process
A. Proposal Overview
Proposals will be received and administered by the Lead Public Agency. Proposals will
be evaluated in accordance with, and subject to the relevant statutes, rules and regulations
that govern its procurement practices.
U.S. Communities Advisory Board members and other Participating Public Agencies will
assist the Lead Public Agency in evaluating the proposals. The evaluation committee will
deteiiiiine the supplier that meets the requirements of the RFP and that offers the best
overall value.
The evaluation criteria are set forth below and are intended to be the basis by which each
proposal shall be evaluated. This is a two-step evaluation process. Technical Proposals
and Price Proposals shall be submitted separately and labeled accordingly. Technical
Proposals will be evaluated first. Each technical proposal will be scored by the
committee. Based on a final evaluation and scoring of both Technical and Price
Proposals a selection for contract award will be made.
B. Specific Conditions
All Offerors shall be primarily engaged in software solutions and shall be actively
engaged in this field for over 5 years.
C. Award
The criteria to be used for the proposal evaluation and award include, but are not limited
to:
a) The extent to which Vendor's proposal solution fulfills the Lead Public Agency
and Participating Public Agency stated requirements as set out in this RFP.
b) Vendor's ability to deliver the indicated service in accordance with the
specifications set out in this RFP.
c) Vendor's stability, experience and record of past performance in delivering
similar scope services.
d) Overall cost of Vendor's proposal.
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D. Technical Proposal Criteria
Qualifications, Technical Ability and Management Approach
The Offeror must submit the Technical Proposal in a separate binder containing the
following information divided by tabs. This information will be considered the minimum
content of the proposal. Proposal contents shall be arranged in the same order and
identified with headings as presented herein.
Tab A — COVER LETTER: The Offeror will provide a cover letter describing a brief
history of the Offeror and its organization. The letter will indicate the principal or
officer of the Offeror organization who will be HCPS's primary point of contact
during clarifications or negotiations. This individual must have the authority to
clarify and/or negotiate all aspects on the scope of services and solutions on
behalf of the Offeror. An officer authorized to bind the Offeror to the terms and
conditions of this RFP must sign the cover letter transmitting the proposal.
Tab B — EXECUTIVE SUMMARY: The Offeror will provide an Executive
Summary that presents in brief, concise terms a summary level description of the
contents of the Proposal.
Tab C — OFFEROR PROFILE: The Offeror must provide a profile of its
organization and all other companies who will be providing services through a
dealer, distribution or subcontractor arrangement with the Offeror. At a
minimum, the Offeror will provide the following information:
• Name of firm submitting proposal
• Main office address, telephone number, fax number
• Primary contact email address and website address
• If a corporation, when and where incorporated
• List any dba's
• Number of years in business
• Total number of employees
• State acceptance of Procurement Cards as required in Section 1, Paragraph
N, Billing & Payment.
Tab D — QUALIFICATIONS:
a. The Offeror will provide a QUALIFICATION STATEMENT which
briefly describes what makes its company uniquely qualified to provide
Workforce Management Systems, including any superior qualities its
company possesses that would benefit Participating Public Agencies.
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b. ORGANIZATION AND STAFF EXPERIENCE: The Offeror will
describe its qualifications and experience to perform the work described in
this RFP. Infoiuiation about experience should include direct experience
for performing Workforce Management Systems within the past 24
months, and the size of those public entities served.
c. STATEMENT OF WORK QUESTIONNAIRE (pg. 22-29), completed.
d. Provide a copy of all applicable software license, installation and
maintenance/support contracts.
Tab E - REFERENCES:
a. Provide three (3) references of public agencies where services of similar
size and scope have been performed in the last twenty-four (24) months.
References must include organization names, addresses, names of contact
persons, email address and telephone numbers for such references.
Tab F — SUPPLIER INFORMATION:
a, Supplier Qualifications (Ref. pages 30-34) Offeror must include a
narrative of its understanding and acceptance of the Supplier
Commitments.
b. Completed and signed Supplier Worksheet for National Program
Consideration. Supplier Worksheet for National Program Consideration
(Ref. page 36).
c. Supplier Information (Ref. pages 39-42).
Tab G — U.S. COMMUNITIES ADMINISTRATION AGREEMENT, signed
unaltered.
Tab H — ADDITIONAL REQUIRED FORMS AND SIGNED ADDENDA:
a. Provide completed Attachment F, Anti -Bribery Form.
b. Submit initialed and/or signed Addenda (if applicable).
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E. Cost Proposal Criteria
The Offeror must submit the cost proposal, in the form of the Bid Form in a separate
sealed envelope, clearly marked, fully supported by cost and pricing data adequate to
establish the reasonableness of the proposed fees.
For evaluation purposes, Offeror must submit specific pricing for a Sample Pricing
Scenario. Pricing must be reflective of, and based on the National Pricing structure
submitted.
Sample Pricing Scenario
BACKGROUND DESCRIPTION: A school district has 5000 employees with 50
schools and administrative buildings. IT technicians service five locations each. With
no physical base location, they report directly to one of their five service areas, and
will typically report to 3-5 of these locations. These employees should be able to
report, or "clock -in" and "clock -out" from multiple work locations within the district.
They should be able to tend to related HR functions, such as request leave and verify
pay period attendance from multiple locations.
Purpose: The objective is to determine the feasibility of using a third party system as
a Time and Attendance solution that will satisfy the needs of this school district. This
solution will need to interface with the Lawson system by Infor., Inc. as well as the
SmartFind Express substitute management system by ESchool, Inc. The motivation
in seeking this solution is to reduce the cost associated with our current process,
improve our current process, and support the continued growth of our organization.
We are seeking a complete solution that will both accommodate and improve upon
our business processes.
Hardware: Proposals should include the cost of hardware necessary (punch terminals,
swipe terminals, etc.) to support touch screen technology, biometric technology, and
badge swipe technology for employees to "clock in" or "clock out" at 50 locations.
Proposals should include a full description of the hardware proposed, as well as all
related cabling costs. Proposals should include the option for employees to "clock in"
or "clock out" at multiple work locations in the district.
Offeror shall provide a detailed list of all costs associated with the Sample Pricing
Scenario on the Bid Form/Price Sheet. All pricing submitted must be inclusive of
all fees and service charges.
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National Pricing
Offeror shall provide a line item summary of all costs associated with the Proposal on
the Bid Form/Price Sheet (pg. 79). All pricing submitted must be inclusive of all
fees and service charges. The below costs shall be included:
a. Software costs
b. Hardware costs
c. Implementation and. Connectivity costs
d. Training costs
i. The successful Offeror shall supply all necessary components
(software and hardware) to install and implement the system, provide
training to Participating Public Agency staff and provide support and
maintenance.
ii. If the proposed operating system and hardware are not currently part
of the Participating Public Agency's support capabilities, provide
information and costs on training and support to the Participating
Public Agency's Infoiuiation Systems staff.
e. Annual support costs, including maintenance costs for hardware and software.
f. Other costs
i. Offerors are encouraged to submit alternates and options which they
feel may be beneficial to Participating Public Agencies. These items
shall be described with associated costs specified separately.
ii. Offeror shall be responsible for including all costs necessary to
implement the system. Any costs not specifically identified will be
assumed to be included in costs of other identified costs. Adjustments
to costs will not be permitted after submission of proposal.
g.
Detail any pricing discounts for volume, i.e. discount breaks for a certain
number of employees/users, bundled services, etc.
h. Provide pricing for any additional related products, services and solutions.
F. Selection and Contract Finalization
Harford County Public Schools reserves the right to terminate negotiation when, in its
judgment, negotiations have reached an impasse. The Successful Offeror will be
required to execute a contract with Harford County Public Schools and the Contract
will include all of the provisions of this RFP, including conditions, attachments and
addenda issued.
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Unsuccessful Offerors may request a debriefing meeting concerning the selection
process. The debriefing will occur after contract award.
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Section IV - Statement of Work Questionnaire
1.0 DATA COLLECTION
Requirement
Y
N
1
Data collection terminals should support bar code, magnetic stripe,
proximity readers, and biometric capabilities such as finger scan
technology.
2
Data collection terminals should support on-line and offline modes.
3
In online mode, transactions should be transmitted from the data
collection terminal to the database in real time
4
Data should be stored at the data collection terminal until confirmation of
successful transfer is received to prevent data loss. Transactions should
be available for exception reporting, on premise reporting and pay rule
calculation in real time.
5
Data at the data collection terminal should be secure and stored in non-
volatile memory in off-line mode to prevent data loss in case of power
failure.
6
The solution should accommodate recorded entry rounding to the nearest
tenth hour, quarter hour, or actual time for start and stop as well as meals
and breaks.
The solution should provide for the prevention of overlapping or
redundant recorded entry of beginning and end time entries.
8
The solution should restrict recorded entry (punching) at the data
collection terminal or web -based entry screen during unauthorized times,
including early, late, early out, late out, and unscheduled days.
9
The solution should allow for employees to record entries at multiple
locations in the district.
10
The solution should provide for supervisor override of punch restrictions
at the data collection terminal and online.
11
System should support the assignment of employees to particular data
collection terminals, and restrict their ability to enter transactions at other
terminals (e.g. in a building other than their assigned building). This
restriction should be assigned by employee or employee group.
12
Employee transfers to different accounts, departments, jobs, or work
rules should be validated for that employee at the point of entry.
13
Employee self-service transactions, such as approving timecard, time off
request, review schedule, review recorded entries, and review accrual
balances should be available online.
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DATA COLLECTION (CONT'D
Requirement
Y'
N
14
Employee requests for time off at the data collection terminal should be
validated against their real-time balances at the point of entry.
15
To accommodate heavy use periods, employee self-service transactions
can be restricted by terminal, terminal group, or time of day for any
terminal.
16
Data collection teii'finals should be configurable to provide only services
and functions that may be unique to the workforce at the terminal location.
17
Employee self-service capabilities should be available on a PC, kiosk,
cellular device, tablet application or through standard web browsers.
18
The solution should provide support for a system administrator to control
functional access by employees. Employees should only be presented
with those functions to which they have access, according to their role and
needs.
19
The solution should provide the ability to view immediately the outcome
of the rules processing on the time entry web based time card.
20
The system should provide for real time alerts to timekeeping exceptions,
such as approaching overtime, minor rules violations.
Describe completely how your solution addresses, and satisfies each of the
requirements in Sectionl on Tab D Section c.
2.0 PAY POLICY ENFORCEMENT AND TIME EVALUATION
Requirement !
Y
N
Pay rules should be completely parameter driven and easy to set-up,
change, and track without recourse to special programming or other
technical skills.
2
The system should provide for the configuration of an unlimited number
of pay rules.
3
The solution should provide the ability to update user -defined rules and
have the changes reflected immediately for time entry and processing.
4
The solution should provide the ability to define pay rules at the
employee, or group level.
5
The solution should provide the ability to apply rules online at the point of
entry, such as activity transfers, job transfers and other changes of status
that would result in a different rate or type of pay.
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2.0 PAY POLICY ENFORCEMENT AND TIME EVALUATION (CONT'D
Requirement
Y
N
6
The solution should provide the ability to automatically calculate overtime
and other premiums based on the employees' scheduled hours and criteria
that is established within the system (e.g. rules based).
7
The solution should provide the ability to automatically calculate overtime
and other premiums based on the employees' actual hours and criteria
established within the system (e.g. rules based).
8
The solution should provide the ability to automatically calculate
premiums based on a comparison of the employee's scheduled hours vs.
the actual hours worked, and criteria established within the system (e.g.
rules based)
9
The solution should provide the ability to calculate Shift Differential
automatically based the time of day an employee works.
10
The solution should support configurable pay periods for weekly, bi-
weekly, semi-monthly and monthly periods. Multiple pay periods for
different employee classes should be seamlessly supported in a single
database.
11
The solution should include configurable periods by shift for meal and
breaks in accordance with state and federal law whether paid or non -paid
and should
12
The solution should manage holiday pay policies, including holiday pay
and apply special rules for hours worked on a holiday. Eligibility rules for
holiday pay (work scheduled day before and after, for example) should be
automatically enforced.
13
The solution should provide the ability to enter both hours and amounts
for pay codes.
14
The system should provide the ability to perfouu multiple overtime
calculations based on rules built into the system. Overtime calculations
will take into account start and stop times, scheduled hours, type of duty
performed.
15
The system should provide for retroactive pay period adjustments. Those
retroactive adjustments can be paid in current pay period or special check
run.
16
The system should allow manager edits, adds, and deletes of any previous
pay period data until a predetermined cut-off time.
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2.0 PAY POLICY ENFORCEMENT AND TIME EVALUATION (CONT'D)
Requirement
Y
N
17
The system should provide the ability to adjust or correct time entries paid
in previous pay periods.
18
The system should support different pay rules for each job or department.
19
The system should allow for the configuration of an employee's
probationary period and different leave availability based on probationary
status.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 2 on Tab D Section c.
3.0 FAMILY MEDICAL LEAVE ACT
Requirement
Y
N
The system must be able to determine an employee's FMLA eligibility.
2
The system must track FMLA used and FMLA available.
3
The system must be able to coordinate time off for FMLA with other
types of time off so that employees can receive paid leave if needed for
eligible FMLA events, or not receive paid leave as determined by
employer -defined parameters.
4
The system should send notification to the employee about FMLA
requirements.
5
The system must support all of the definitions of yearly calculations
allowed by the Department of Labor.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 3 on Tab D Section c.
4.0 APPROVALS
Requirement
Y
N
1
The system should provide the ability for employees to approve their
timesheets. This approval should be available within employee self-
service and the data collection terminals
2
System should allow for user defined text to accompany employee
approvals for the purpose of attestation to timecard contents.
3
The system should provide the ability for Managers/Supervisors to view
employee timesheets that require approval (both summary and detailed
level).
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4.0 APPROVALS (CONT'D
Requirement
Y
N
4
The system should provide the ability for Managers/Supervisors to
approve the employee's leave/attendance time.
5
The system should provide ability to define a set of comments used to
annotate manual changes and other edits of employee records.
6
Comments should be part of exception reporting capability within the
solution.
7
Free faun notes can be attached to any comment to provide more detail
associated with the manual change.
8
The system should provide the ability for an employee to acknowledge
their time card if a change has been made by their supervisor or payroll
(i.e. added, edited, and deleted items).
9
The system should provide the ability for a Manager to submit modified
time cards without the employee's acknowledgement.
10
The system should provide an electronic signature for employees to
approve their timesheets.
11
The system should provide an electronic signature for managers to
approve time cards for payroll processing.
12
The system should provide for a pay period lock function for use by
payroll to prevent further timecard edits by supervisors or employees.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 4 on Tab D Section c.
5.0 TIME CARD EDITS
Requirement !
Y
N
1
The system should provide the ability to adjust or correct time entries
captured in the current period, but not yet paid.
2
The system should provide the ability to easily navigate from the error
report to the time card to make edits.
3
The system should provide the ability to define default time entries for
earnings, hours, holiday data, and labor distributions and the ability to
override and make changes to this default information.
5
The system should provide a report that details prior period adjustments
and corrections.
6
Allow manager edits for the current pay period but prevent manager edits
of the previous pay period after the final previous pay period transmittal
has been sent to payroll.
7
Recalculate all totals immediately after a value is changed.
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5.0 TIME CARD EDITS (CONT'D
Requirement
Y
N
8
All historical employee time and attendance information, including any
adjustments, should be available online for audit or review purposes.
9
Allow historical time/attendanc edits by the payroll administrators.
10
Allow manager to make edits that impact a large group of employees.
11
Support pay or leave incentives based on user -defined conditions.
12
Support floating holidays and multiple work calendars.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 5 on Tab D Section c.
6.0 INTERACTIVE VIEWS AND NAVIGATION
Requirement
Y
N
The system should interactive exception and summary views for
provide
common tasks or processes with the capability to drill down on specific
employee's records.
2
The system should provide the ability to perform actions on employee
data within the interactive views, such as edits to timecards and schedules,
based on security level of requestor.
3
The system should provide the ability for the user to configure the
interactive views with user -defined columns.
4
The system should provide flexible sort capability within the interactive
views.
5
The system should provide the ability to multi -select employees within the
interactive view and perform group edits.
6
The system should provide the ability to configure interactive views for
manager and assign a default view based on manager role.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 6 on Tab D Section c.
7.0 SCHEDULING
Requirement
�'
N
1
The system should have the ability to schedule employees with variable
work schedules down to the quarter hour.
2
The system should allow employees to see schedules online or at building
terminals.
3
The system should allow for the scheduling of employees for specific
activities or projects.
4
The system should send out an automatic email notification if a change
has been made that impacts the employee's work schedule within the next
72 hours.
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7.0 SCHEDULING (CONT'D
Requirement
5
The system should allow managers or administrators the ability to add or
change an entire work group's schedule online and make the changes
visible in real time.
6
The system should be able to assign work locations as well as work
schedules that may be variable and change frequently.
7
The system should permit employees to request time off and provide a
vehicle to notify employees of time off decisions.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 7 on Tab D Section c.
8.0 MISCELLANEOUS AND REPORTING
Requirement"
Y
N
1
The system should support changes in government regulations which
occur over time.
2
The system should be compatible with Microsoft Outlook and common
web browsers and SmartFind Express.
3
The system should provide email notifications when time cards are due,
need review, or are approved. The system should send reminders if time
card tasks are not performed in a timely manner.
4
The system should track absences, tardies, or leaves for review by
managers.
5
The system should include an Analytics Module to show Employee
Workforce trends (Absences, Perfect Attendance, etc.) metrics and
connection to Improving Student Test Scores. The system should be able
to produce reports on attendance, absences, tardies, or leaves by employee
group, pay code, or work location. Reports should be able to be exported
in multiple fouuats such as Word, Excel, or PDF. The system should
provide a bank of popular or saved searches.
6
The system should allow managers to assign task codes to employees to
ease time entry and ensure time is charged to the correct tasks (i.e.
attending a training session).
The system should allow searches on multiple criteria such as type of
leave, task code, work group, location, or FML.
8
The system should allow the importation of data from external sources.
9
The system should be able to support employees working in multiple jobs
or departments during the course of a pay cycle.
10
The system should provide a mechanism to automatically update
employee's work location, title, assigned job, or rate of pay when changes
are made to the HR system.
11
The system should be able to produce exceptions reports, work comp
reports, FML reports, overtime reports, and unpaid leave reports. Reports
should be able to be exported into multiple formats and separated by date
range, employee work group, location pay code, or status.
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ISCELLANEOUS AND REPORTING (CONT'D
Requirement
Y
N
12
The system should provide a test environment prior to "going live."
13
The system should be able to support single sign -on capabilities and
interface with the district's password and username scheme.
14
The system should allow system administrators the ability to override
system policies.
15
The system should support basic word processing features such as spell
check, word-wrap, copy, cut, and paste.
16
The system should provide an On -Premise Report to show list of all
employees in case emergency, weather event, etc.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 8 on Tab D Section c.
AL SERVICES
Requirement
Y
N
1
The selected vendor shall provide project management services to ensure
the project is completed in a professional manner, software installation is
installed on time and on schedule, and data conversion is completed,
accurate, and installed on time and on schedule.
2
The selected vendor should provide consulting services that include but
are not limitedto data conversion planning, system interface design, new
system design, and new system testing, and new system development.
3
The vendor shall offer and include with its response, an annual support
agreement with details on the scope of the support provided.
4
The vendor shall provide details on the frequency and method of
upgrades, patches, or new releases to the software.
5
The vendor shall provide professional training for the system that includes
hands-on practice, training materials, user manuals, webinars, newsletters,
user conferences, and online help features. The vendor shall provide
information on the training materials and support available for users at
multiple levels, with differing levels of experience.
Describe completely how your solution addresses, and satisfies each of the
requirements in Section 9 on Tab D Section c.
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Section V — U.S. Communities Supplier Qualifications and Supplier Information
Supplier Qualifications:
Commitments
U.S. Communities views the relationship with an awarded Supplier as an opportunity to
provide maximum benefit to both the Participating Public Agencies and to the Supplier.
The successful foundation of the partnership requires commitments from both U.S.
Communities and the Supplier. U.S. Communities requires the Supplier to make the four
commitments set forth below (Corporate, Pricing, Economy, Sales) to ensure that Supplier is
providing the highest level of public benefit to Participating Public Agencies:
(a) Corporate Commitment.
(i) The pricing, terms and conditions of the Master Agreement shall,
at all times, be Supplier's primary contractual offering of Products and Services to Public
Agencies. All of Supplier's direct and indirect marketing and sales efforts to Public Agencies
shall demonstrate that the Master Agreement is Supplier's primary offering and not just one of
Supplier's contract options.
(ii) Supplier's sales force (including inside, direct and/or authorized
dealers, distributors and representatives) shall always present the Master Agreement when
marketing Products or Services to Public Agencies.
(iii) Supplier shall advise all Public Agencies that are existing
customers of Supplier as to the pricing and other value offered through the Master Agreement.
(iv) Upon authorization by a Public Agency, Supplier shall transition
such Public Agency to the pricing, terms and conditions of the Master Agreement.
(v) Supplier shall ensure that the U.S. Communities program and the
Master Agreement are actively supported by Supplier's senior executive management.
(vi) Supplier shall provide a national/senior management level
representative with the authority and responsibility to ensure that the Supplier's Commitments are
maintained at all times. Supplier shall also designate a lead referral contact person who shall be
responsible for receiving communications from U.S. Communities concerning new Participating
Public Agency registrations and for ensuring timely follow-up by Supplier's staff to requests for
contact from Participating Public Agencies. Supplier shall also provide the personnel necessary
to implement and support a supplier -based internet web page dedicated to Supplier's U.S.
Communities program and linked to U.S. Communities' website and shall implement and support
such web page.
(vii) Supplier shall demonstrate in its procurement solicitation
response and throughout the term of the Master Agreement that national/senior management fully
supports the U.S. Communities program and its commitments and requirements. National/Senior
management is defined as the executive(s) with companywide authority.
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(viii) Where Supplier has an existing contract for Products and
Services with a state, Supplier shall notify the state of the Master Agreement and transition the
state to the pricing, terms and conditions of the Master Agreement upon the state's request.
Regardless of whether the state decides to transition to the Master Agreement, Supplier shall
primarily offer the Master Agreement to all Public Agencies located within the state.
(b) Pricing Commitment.
(i) Supplier represents to U.S. Communities that the pricing offered
under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products
and Services that it offers to Public Agencies. Supplier's pricing shall be evaluated on either an
overall project basis or the Public Agency's actual usage for more frequently purchased Products
and Services.
(ii) Contracts Offering Lower Prices. If a pre-existing contract
and/or a Public Agency's unique buying pattern provide one or more Public Agencies a lower
price than that offered under the Master Agreement, Supplier shall match that lower pricing under
the Master Agreement and inform the eligible Public Agencies that the lower pricing is available
under the Master Agreement. If an eligible Public Agency requests to be transitioned to the
Master Agreement, Supplier shall do so and report the Public Agency's purchases made under the
Master Agreement going forward. The price match only applies to the eligible Public Agencies.
Below are three examples of Supplier's obligation to match the pricing under Supplier's contracts
offering lower prices.
(A) Supplier holds a state contract with lower pricing that is
available to all Public Agencies within the state. Supplier would be required to match the
lower state pricing under the Master Agreement and make it available to all Public
Agencies within the state.
(B) Supplier holds a regional cooperative contract with
lower pricing that is available only to the ten cooperative members. Supplier would be
required to match the lower cooperative pricing under the Master Agreement and make it
available to the ten cooperative members.
(C) Supplier holds a contract with an individual Public
Agency. The Public Agency contract does not contain any cooperative language and
therefore other Public Agencies are not eligible to utilize the contract. Supplier would be
required to match the lower pricing under the Master Agreement and make it available
only to the individual Public Agency.
(iii) Deviating Buying Patterns. Occasionally U.S. Communities and
Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that
considerably deviate from the normal Public Agency buying pattern and terms and conditions,
and causes Supplier's pricing under the Master Agreement to be higher than an alternative
contract held by Supplier. This could be created by a unique end -user preference or
requirements. In the event that this situation occurs, Supplier may address the issue by lowering
the price under the Master Agreement on the item(s) causing the large deviation for that Public
Agency. Supplier would not be required to lower the price for other Public Agencies.
(iv) Supplier's Options in Responding to a Third Party Procurement
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Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to
piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S.
Communities recognizes that for various reasons some Public Agencies will issue their own
solicitations. The following options are available to Supplier when responding to a Public
Agency solicitation:
(A) Supplier may opt not to respond to the procurement
solicitation. Supplier may make the Master Agreement available to the Public Agency as
a comparison to its solicitation responses.
(B) Supplier may respond with the pricing, terms and
conditions of the Master Agreement. If Supplier is awarded the contract, the sales would
be reported as sales under the Master Agreement.
(C) If competitive conditions require pricing lower than the
standard Master Agreement pricing, Supplier may submit lower pricing through the
Master Agreement. If Supplier is awarded the contract, the sales would be reported as
sales under the Master Agreement. Supplier would not be required to extend the lower
price to other Public Agencies.
(D) Supplier may respond to the procurement solicitation
with pricing that is higher (net to buyer) than the pricing offered under the Master
Agreement. If awarded a contract, Supplier shall still be bound by all obligations set
forth in the Administration Agreement, including, without limitation, the requirement to
continue to advise the awarding Public Agency of the pricing, terms and conditions of the
Master Agreement.
(E) Supplier may respond to the procurement solicitation
with pricing that is higher (net to buyer) than the pricing offered under the Master
Agreement and if an alternative response is permitted, Supplier may offer the pricing
under the Master Agreement as an alternative for consideration.
(c) Economy Commitment. Supplier shall demonstrate the benefits,
including the pricing advantage, of the Master Agreement over alternative options, including
competitive solicitation pricing and shall proactively offer the teaiiis and pricing under the Master
Agreement to Public Agencies as a more effective alternative to the cost and time associated with
such alternate bids and solicitations.
(d) Sales Commitment. Supplier shall market the Master Agreement
through Supplier's sales force or dealer network that is properly trained, engaged and committed
to offering the Master Agreement as Supplier's primary offering to Public Agencies. Supplier's
sales force compensation and incentives shall be greater than or equal to the compensation and
incentives earned under other contracts to Public Agencies.
(i) Supplier Sales. Supplier shall be responsible for proactive direct
sales of Supplier's Products and Services to Public Agencies and the timely follow-up to sales
leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail
and other sales initiatives are encouraged. All of Supplier's sales materials targeted towards
Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to
Supplier, during the term of this Agreement, a non-exclusive, revocable, non -transferable, license
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to use the U.S. Communities name, trademark, and logo solely to perform its obligations under
this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from
Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S.
Communities. U.S. Communities shall provide Supplier with its logo and the standards to be
employed in the use of the logo. During the term of the Agreement, Supplier grants to U.S.
Communities an express license to reproduce and use Supplier's name and logo in connection
with the advertising, marketing and promotion of the Master Agreement to Public Agencies.
Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in
related trade shows and conferences. At a minimum, Supplier's sales initiatives shall
communicate that (i) the Master Agreement was competitively solicited by the Lead Public
Agency, (ii) the Master Agreement provides the best government pricing, (iii) there is no cost to
Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.
(ii) Branding and Logo Compliance. Supplier shall be responsible
for complying with the U.S. Communities branding and logo standards and guidelines. Prior to
use by Supplier, all U.S. Communities related marketing material must be submitted to U.S.
Communities for review and approval.
(iii) Sales Force Training. Supplier shall train its national sales force
on the Master Agreement and U.S. Communities program. U.S. Communities shall be available
to train regional or district managers and generally assist with the education of sales personnel.
(iv) Participating Public Agency Access. Supplier shall establish the
following communication links to facilitate customer access and communication:
(A) A dedicated U.S. Communities interne web -based
homepage containing:
(1) U.S. Communities standard logo with Founding
Co -Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any
amendments;
(4) Summary of Products and Services pricing;
(5) Electronic link to U.S. Communities' online
registration page; and
(6) Other promotional material as requested by U.S.
Communities.
(B) A dedicated toll -free national hotline for inquiries
regarding U.S. Communities.
(C) A dedicated email address for general inquiries in the
following format: uscommunities@(name of
supplier).com.
(v) Electronic Registration. Supplier shall be responsible for
ensuring that each Public Agency has completed U.S. Communities' online registration process
prior to processing the Public Agency's first sales order.
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(vi) Supplier's Performance Review. Upon request by U.S.
Communities, Supplier shall participate in a performance review meeting with U.S. Communities
to evaluate Supplier's performance of the covenants set forth in this Agreement.
(vii) Supplier Content. Supplier may, from time to time, provide
certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content")
for use on U.S. Communities websites and for general marketing and publicity purposes.
Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide,
perpetual, free, transferrable, license to reproduce, modify, distribute, publically perform,
publically display, and use Supplier Content in connection with U.S. Communities websites and
for general marketing and publicity purposes, with the right to sublicense each and every such
right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right
to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of
Supplier Content and any other materials or services provided to U.S. Communities as
contemplated hereunder will not violate, infringe, or misappropriate the intellectual property
rights or other rights of any third party
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U.S. Communities Administration Agreement
The Supplier is required to execute the U.S. Communities Administration Agreement unaltered
(attached hereto as Attachment B) prior to the award of the U.S. Communities contract. The
Agreement outlines the Supplier's general duties and responsibilities in implementing the U.S.
Communities contract.
The executed U.S. Communities Administration Agreement is required to be submitted
with the supplier's proposal without exception or alteration. Failure to do so will result in
disqualification.
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SUPPLIER WORKSHEET FOR NATIONAL PROGRAM CONSIDERATION
(Must be included with Technical Proposal)
Suppliers are required to meet specific qualifications. Please respond in the spaces provided after each
qualification statement below:
A. State if pricing for all Products/Services offered will be the most competitive pricing offered by
your organization to Participating Public Agencies nationally.
YES NO
B. Does your company have the ability to provide service to any Participating Public Agencies in the
contiguous 48 states, and the ability to deliver service in Alaska and Hawaii?
YES NO
C. Does your company have a national sales force, dealer network or distributor with the ability to call
on Participating Public Agencies in all 35 U.S. states?
YES NO
D. Did your company have sales greater than $100 million last year in the United States?
YES NO
E. Does your company have existing capacity to provide toll -free telephone and state of the art
electronic, facsimile and interne ordering and billing?
YES NO
F. Will your company assign a dedicated Senior Management level Account Manager to support the
resulting U.S. Communities program contract?
YES NO
G. Does your company agree to respond to all agency referrals from U.S. Communities within 2
business days?
YES NO
H. Does your company maintain records of your overall Participating Public Agencies' sales that you
can and will share with U.S. Communities to monitor program implementation progress?
YES NO
Will your company commit to the following program implementation schedule?
YES NO
J. Will the U.S. Communities program contract be your lead public offering to Participating Public
Agencies?
YES NO
Submitted by:
(Printed Name) (Signature)
(Title) (Date)
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New Supplier Implementation Checklist
1. 'First Conference Call
Discuss expectations
Establish initial contact people & roles
Outline kickoff plan
Establish WebEx training date
Target
Completion
After Award
One Week < `:
2. Second Conference Call
Review Contract Commitments
3. Executed Legal Documents
U.S. Communities Administration Agreement
One Week
One Week
Lead Public Agency agreement signed
4. 'Supplier Login Established
Complete Supplier Set Up form
Complete user account & user ID form
One Week
5. 'Initial Sr. Management Meeting
Implementation Process Progress
U.S. Communities & Supplier Organizational Overview
Supplier Manager to review and further discuss commitments
6. 'Initial National Account Manager (NAM) & Staff Training Meetings
Discuss expectations, roles & responsibilities
Introduce and review web -based tools
Review process & expectations with NAM and lead referral person
7. Review Top Joint Target Opportunities
Top 10 local contracts
Two Weeks
Two Weeks
Four Weeks
Review top U.S. Communities Participating Public Agencies (PPA)
8. `Program Contact Requirements
Supplier contacts communicated to U.S. Communities Staff
Dedicated email
Dedicated toll free number
Dedicated fax number
One Week
9. Web Development
Initiate IT contact
Initiate E-Commerce Conversation
Begin Website construction
Website final edit
Product upload to U.S. Communities site
One Week
One Week
Two Weeks
Five Weeks
Five Weeks
10. Sales Training & Roll Out
Program Manager (PM) briefing - Coordinate with NAM
Initial remote WebEx training for all sales - Coordinate with NAM
Five Weeks
Three Weeks
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Establish 90-day face-to-face training plan/strategy session for all
sales —with NAM & PM
Top 10 metro areas - Coordinate with NAM & PM
Initiate contact with Advisory Board (AB) members
1. Marketing
General announcement
1 Page Summary with Supplier contacts
Branding of program
Supplier handbook
Announcement to AB and Sponsors
Two Weeks
Four Weeks
Four Weeks
Six Weeks
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SUPPLIER INFORMATION
Please respond to the following requests for information about your company:
Company
1. Total number and location of sales persons employed by your company in the United
States;
Example:
NUMBER OF SALES
REPRESENTATIVES
CITY
STATE
13
Phoenix
AZ
6
Tucson
AZ
10
Los Angeles
CA
12
San Francisco
CA
6
San Diego
CA
5
Sacramento
CA
3
Fresno
CA
Etc.
Etc.
Total: 366
2. Number and location of distribution outlets in the United States (if applicable);
3. Number and location of support centers (if applicable);
4. Annual sales for 2010, 2011 and 2012 in the United States; Sales reporting should be
segmented into the following categories:
SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2010, 2011, AND 2012
Segment
2010 Sales
2011 Sales
2012 Sales
Cities
Counties
K-12 (Pubic/Private)
Higher Education (Public/Private)
States
Other Public Sector and Nonprofits
Federal
Private Sector
Total Supplier Sales
5. Submit your current Federal Identification Number and latest Dun & Bradstreet report.
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6. Provide a list with contact information of your company's ten largest public agency
customers. U.S. Communities Advisory Board Members are to be excluded from the list
provided. Provide a list with contact information of five public agency customers that
your company has lost in the last twelve months.
7. Identify all other companies that will be involved in the Workforce Management Systems
provided to the end user.
8. If applicable, describe your company's ability to do business with manufacturer, dealer,
disbribution or service organizations that are small or MWBE businesses as defined by
the Small Business Administration.
Marketing
1. Outline your company's plan for marketing the Products to state and local government
agencies nationwide.
2. Explain how your company will educate its national sales force about the Master
Agreement.
3. Explain how your company will market and transition the Master Agreement into the
primary offering to Participating Public Agencies.
4. Explain how your company plans to market the Master Agreement to existing
government customers and transition these customers to the Master Agreement. Please
provide the amount of purchases of existing public agency clients that your company will
transition to the U.S. Communities contract for the initial three years of the contract in
the following format within your proposal.
.00 will be transitioned in year one.
.00 will be transitioned in year two.
.00 will be transitioned in year three.
5. Please submit the resume of the person your company proposes to serve as the National
Accounts Manager. Additionally, provide the resume for each person that will be
dedicated full time to U.S. Communities account management along with key executive
personnel that will be supporting the program.
Products, Services and Systems
1. Provide a description of the Products, Services and Systems to be provided by the major
product category set forth in Section II, Performance Work Statement of the RFP. The
primary objective is for each Supplier to provide its complete product, service and
solutions offerings so that Participating Public Agencies may order a range of product as
appropriate for their needs.
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2. Provide a description of any Related Products, Services and Systems offered by Supplier.
Include any associated costs in Supplier's Cost Proposal.
3. Describe any special programs that your company offers that will improve customers'
ability to access Products, Services or other innovative strategies.
4. Describe the capacity of your company to broaden the scope of the contract and keep the
product offerings current and ensure that latest products, standards and technology for
Workforce Management System: Including Time, Attendance, Leave, Scheduling and
any Other Related Products, Services and Systems.
Quality
1. Describe your company's customer support capabilities. Include information on whether
any functions of customer support are in-house or outsourced.
2. Describe your company's abilities to assist with recommendations on the development of
a disaster recovery plan for Participating Public Agencies. Include any previous
experience, contingency plans, alternatives and issues related to continuing system
operations in the event of an extended total system outage.
3. Describe your company's quality control processes.
4. Describe your problem escalation process.
5. How are customer complaints measured and categorized? What processes are in place to
know that a problem has been resolved?
6. Describe and provide any product or service warranties.
Administration
1. Describe your company's capacity to employ EDI, telephone, ecommerce, with a specific
proposal for processing orders under the Master Agreement. State which fauns of
ordering allow the use of a procurement card and the accepted banking (credit card)
affiliation.
2. Provide a listing of any existing multi -state cooperative purchasing program contracts
held by your company, if any, and provide the entity's name(s) and a description of the
type of contract held.
3. Describe the capacity of your company to report monthly sales under the Master
Agreement by Participating Public Agency within each U.S. state.
4. Describe the capacity of your company to provide management reports, i.e. commodity
histories, procurement card histories, green spend, etc. for each Participating Public
Agency.
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5. Please provide any suggested improvements and alternatives for doing business with your
company that will make this arrangement more cost effective for your company and
Participating Public Agencies.
Financial Statements
The Supplier shall include an audited income statement and balance sheet from the most recent
reporting period in its proposal.
National Staffing Plan
A staffing plan is required which describes the Supplier's proposed staff distribution to
implement and manage this contract throughout the term of the contract. The staffing plan should
indicate a chart that partitions the time commitment of each professional staff member across the
proposed tasks and a timeline of each member's involvement throughout the contract. It is
mandatory that this section identify the key personnel who are to be engaged in this contract, their
relationship to the contracting organization, and amount of time to be devoted to the contract.
Environmental
1. Provide a brief description of any company environmental initiatives, including your
company's environmental strategy, your investment in being an environmentally
preferable product leader, and any resources dedicated to your environmental strategy.
2. Describe your company's process for defining green products or sustainable processes.
Additional Information
Please use this opportunity to describe any/all other features, advantages and benefits of your
organization that you feel will provide additional value and benefit to a Participating Public
Agency.
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ATTACHMENT A
MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT
This Master Intergovernmental Cooperative Purchasing Agreement ("Agreement") is made between certain
government agencies that execute a Lead Public Agency Certificate (collectively, "Lead Public Agencies") to be
appended and made a part hereof and other government agencies ("Participating Public Agencies") that agree to
the terms and conditions hereof through the U.S. Communities registration process and made a part hereof.
RECITALS
WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, in compliance with
their own policies, procedures, rules and regulations, a number of suppliers (each, a "Contract Supplier") have
entered into Master Agreements with Lead Public Agencies to provide a variety of goods, products and services
based on national and international volumes (herein "Products and Services");
WHEREAS, Master Agreements are made available by Lead Public Agencies through U.S. Communities and
provide that Participating Public Agencies may purchase Products and Services on the same terms, conditions
and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the
State of purchase;
WHEREAS, the parties desire to comply with the requirements and formalities of the Intergovernmental
Cooperation Act as may be applicable to the laws of the State of purchase;
WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost;
WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of
necessary Products and Services;
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual
benefits to result, the parties agree as follows:
1. That each party will facilitate the cooperative procurement of Products and Services.
2. That the procurement of Products and Services subject to this Agreement shall be conducted in accordance with
and subject to the relevant statutes, ordinances, rules and regulations that govern each party's procurement
practices.
3. That the cooperative use of solicitations obtained by a party to this Agreement shall be in accordance with the
Terms and Conditions of the Solicitation, except as modification of those terms and conditions is otherwise
allowed or required by applicable law.
4. That the Lead Public Agencies will make available, upon reasonable request and subject to convenience,
information which may assist in improving the effectiveness, efficiency and economy of Participating Public
Agencies' procurement of Products and Services.
5. That the Participating Public Agency will make timely payments to the Contract Supplier for Products and
Services received in accordance with the Terms and Conditions of the procurement. Payment, inspections and
acceptance of Products and Services ordered by the Participating Public Agency shall be the exclusive
obligation of such Participating Public Agency. Disputes between the Participating Public Agency and Contract
Supplier are to be resolved in accord with the law and venue rules of the State of purchase.
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6. The Participating Public Agency shall not use this Agreement as a method for obtaining additional concessions
or reduced prices for similar products or services.
7. The Participating Public Agency shall be responsible for the ordering of Products and Services under this
Agreement. A Lead Public Agency shall not be liable in any fashion for any violation by a Participating Public
Agency, and the Participating Public Agency shall hold the Lead Public Agency harmless from any liability that
may arise from action or inaction of the Participating Public Agency.
8. The exercise of any rights or remedies by the Participating Public Agency shall be the exclusive obligation of
such Participating Public Agency.
9. This Agreement shall remain in effect until termination by a party giving thirty (30) days prior written notice to
U.S. Communities at 2033 N. Main Street, Suite 700, Walnut Creek, CA 94596.
10. This Agreement shall become effective after execution of the Lead Public Agency Certificate or
Participating Public Agency registration, as applicable.
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ATTACHMENT B
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT ("Agreement") is made as of , by and
between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE ("U.S. Communities") and
("Supplier").
RECITALS
WHEREAS, ("Lead Public Agency") has entered into a certain Master Agreement
dated as of , referenced as Agreement No. , by and between Lead Public Agency
and Supplier (as amended from time to time in accordance with the terms thereof, the "Master Agreement") for the
purchase of (the "Products and Services");
WHEREAS, the Master Agreement provides that any state, county, city, special district, local government,
school district, private K-12 school, technical or vocational school, higher education institution (including
community colleges, colleges and universities, both public and private), other government agency or nonprofit
organization (each a "Public Agency" and collectively, "Public Agencies") may purchase Products and Services at
the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the
Public Agency becomes a "Participating Public Agency";
WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases under the
Master Agreement to Participating Public Agencies;
WHEREAS, U.S. Communities serves as the administrative agent for Lead Public Agency and other lead
public agencies in connection with other master agreements offered by U.S. Communities;
WHEREAS, Lead Public Agency desires U.S. Communities to proceed with administration of the Master
Agreement on the same basis as other master agreements;
WHEREAS, "U.S. Communities Government Purchasing Alliance" is a trade name licensed by U.S.
Communities Purchasing & Finance Agency; and
WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make available the
Master Agreement to Participating Public Agencies.
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants
contained in this Agreement, U.S. Communities and Supplier hereby agree as follows:
ARTICLE I
GENERAL TERMS AND CONDITIONS
1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as
though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as
expressly changed or modified by this Agreement.
L2 U.S. Communities shall be afforded all of the rights, privileges and indemnifications afforded to
Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and
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apply with equal effect to U.S. Communities under this Agreement including, without limitation, Supplier's
obligation to provide insurance and certain indemnifications to Lead Public Agency.
1.3 Supplier shall perform all duties, responsibilities and obligations required under the Master
Agreement in the time and manner specified by the Master Agreement.
1.4 U.S. Communities shall perform all of its duties, responsibilities and obligations as administrator of
purchases under the Master Agreement as set forth herein, and Supplier acknowledges that U.S. Communities shall
act in the capacity of administrator of purchases under the Master Agreement.
1.5 With respect to any purchases made by Lead Public Agency or any Participating Public Agency
pursuant to the Master Agreement, U.S. Communities (a) shall not be construed as a dealer, re -marketer,
representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency,
(b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating
Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master
Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated,
liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements
of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master
Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum purchases
required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public
Agency or a Participating Public Agency under this Agreement or the Master Agreement.
ARTICLE H
TERM OF AGREEMENT
2.1 This Agreement is effective as of and shall terminate upon termination of
the Master Agreement or any earlier termination in accordance with the terms of this Agreement, provided,
however, that the obligation to pay all amounts owed by Supplier to U.S. Communities through the termination of
this Agreement and all indemnifications afforded by Supplier to U.S. Communities shall survive the term of this
Agreement.
ARTICLE III
REPRESENTATIONS AND COVENANTS
3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide benefits to
both Public Agencies and Supplier. The successful foundation of the relationship requires certain representations
and covenants from both U.S. Communities and Supplier.
3.2 U.S. Communities' Representations and Covenants.
(a) Marketing. U.S. Communities shall proactively market the Master Agreement to Public
Agencies using resources such as a network of major sponsors including the National League of Cities (NLC),
National Association of Counties (NACo), United States Conference of Mayors (USCM), Association of School
Business Officials (ASBO) and National Institute of Governmental Purchasing (NIGP) (collectively, the "Founding
Co -Sponsors") and individual state -level sponsors. In addition, the U.S. Communities staff shall enhance
Supplier's marketing efforts through meetings with Public Agencies, participation in key events and tradeshows
and by providing online tools to Supplier's sales force.
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(b) Training and Knowledge Management Support. U.S. Communities shall provide support
for the education, training and engagement of Supplier's sales force as provided herein. Through its staff (each, a
"Program Manager" and collectively, the "Program Managers"), U.S. Communities shall conduct training sessions
with Supplier and shall conduct calls jointly with Supplier to Public Agencies. U.S. Communities shall also
provide Supplier with access to U.S. Communities' private intranet website which provides presentations,
documents and infoiivation to assist Supplier's sales force in effectively promoting the Master Agreement.
3.3 Supplier's Representations and Covenants. Supplier hereby represents and covenants as follows
in order to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies
(such representations and covenants are sometimes referred to as "Supplier's Commitments" and are comprised of
the Corporate Commitment, Pricing Commitment, Economy Commitment and Sales Commitment):
(a) Corporate Commitment.
(i) The pricing, terms and conditions of the Master Agreement shall, at all times, be
Supplier's primary contractual offering of Products and Services to Public Agencies. All of Supplier's direct and
indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier's
primary offering and not just one of Supplier's contract options.
(ii) Supplier's sales force (including inside, direct and/or authorized dealers,
distributors and representatives) shall always present the Master Agreement when marketing Products or Services
to Public Agencies.
(iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as
to the pricing and other value offered through the Master Agreement.
(iv) Upon authorization by a Public Agency, Supplier shall transition such Public
Agency to the pricing, terms and conditions of the Master Agreement.
(v) Supplier shall ensure that the U.S. Communities program and the Master
Agreement are actively supported by Supplier's senior executive management.
(vi) Supplier shall provide a national/senior management level representative with the
authority and responsibility to ensure that the Supplier's Commitments are maintained at all times. Supplier shall
also designate a lead referral contact person who shall be responsible for receiving communications from U.S.
Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by
Supplier's staff to requests for contact from Participating Public Agencies. Supplier shall also provide the
personnel necessary to implement and support a supplier -based internet web page dedicated to Supplier's U.S.
Communities program and linked to U.S. Communities' website and shall implement and support such web page.
(vii) Supplier shall demonstrate in its procurement solicitation response and throughout
the tei of the Master Agreement that national/senior management fully supports the U.S. Communities program
and its commitments and requirements. National/Senior management is defined as the executive(s) with
companywide authority.
(viii) Where Supplier has an existing contract for Products and Services with a state,
Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions
of the Master Agreement upon the state's request. Regardless of whether the state decides to transition to the
Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the
state.
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(b) Pricing Commitment.
(i) Supplier represents to U.S. Communities that the pricing offered under the Master
Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public
Agencies. Supplier's pricing shall be evaluated on either an overall project basis or the Public Agency's actual
usage for more frequently purchased Products and Services.
(ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public
Agency's unique buying pattern provide one or more Public Agencies a lower price than that offered under the
Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible
Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency
requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency's purchases
made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies.
Below are three examples of Supplier's obligation to match the pricing under Supplier's contracts offering lower
prices.
(A) Supplier holds a state contract with lower pricing that is available to all
Public Agencies within the state. Supplier would be required to match the lower state pricing under the
Master Agreement and make it available to all Public Agencies within the state.
(B) Supplier holds a regional cooperative contract with lower pricing that is
available only to the ten cooperative members. Supplier would be required to match the lower cooperative
pricing under the Master Agreement and make it available to the ten cooperative members.
(C) Supplier holds a contract with an individual Public Agency. The Public
Agency contract does not contain any cooperative language and therefore other Public Agencies are not
eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master
Agreement and make it available only to the individual Public Agency.
(iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may
interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the
normal Public Agency buying pattern and terms and conditions, and causes Supplier's pricing under the Master
Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end -user
preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the
price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier
would not be required to lower the price for other Public Agencies.
(iv) Supplier's Options in Responding to a Third Party Procurement Solicitation.
While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master
Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various
reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier
when responding to a Public Agency solicitation:
(A) Supplier may opt not to respond to the procurement solicitation. Supplier
may make the Master Agreement available to the Public Agency as a comparison to its solicitation
responses.
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(B) Supplier may respond with the pricing, terms and conditions of the Master
Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master
Agreement.
(C) If competitive conditions require pricing lower than the standard Master
Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is
awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not
be required to extend the lower price to other Public Agencies.
(D) Supplier may respond to the procurement solicitation with pricing that is
higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier
shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the
requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the
Master Agreement.
(E) Supplier may respond to the procurement solicitation with pricing that is
higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is
permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration.
(c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing
advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall
proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective
alternative to the cost and time associated with such alternate bids and solicitations.
(d) Sales Commitment. Supplier shall market the Master Agreement through Supplier's sales
force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as
Supplier's primary offering to Public Agencies. Supplier's sales force compensation and incentives shall be greater
than or equal to the compensation and incentives earned under other contracts to Public Agencies.
(i) Supplier Sales. Supplier shall be responsible for proactive direct sales of
Supplier's Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S.
Communities. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged.
All. of Supplier's sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S.
Communities hereby grants to Supplier, during the term of this Agreement, a non-exclusive, revocable, non-
transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under
this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S.
Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall
provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the
Agreement, Supplier grants to U.S. Communities an express license to reproduce and use Supplier's name and logo
in connection with the advertising, marketing and promotion of the Master Agreement to Public Agencies.
Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows
and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was
competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the best government
pricing, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive
contract.
(ii) Branding and Logo Compliance. Supplier shall be responsible for complying with
the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities
related marketing material must be submitted to U.S. Communities for review and approval.
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(iii) Sales Force Training. Supplier shall train its national sales force on the Master
Agreement and U.S. Communities program. U.S. Communities shall be available to train regional or district
managers and generally assist with the education of sales personnel.
(iv) Participating Public Agency Access. Supplier shall establish the following
communication links to facilitate customer access and communication:
(A) A dedicated U.S. Communities internet web -based homepage
containing:
(1) U.S. Communities standard logo with Founding Co -
Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any amendments;
(4) Summary of Products and Services pricing;
(5) Electronic link to U.S. Communities' online registration
page; and
(6) Other promotional material as requested by U.S.
Communities.
(B) A dedicated toll -free national hotline for inquiries regarding U.S.
Communities.
(C) A dedicated email address for general inquiries in the following
founiat: uscommunities@(name of supplier).com.
(v) Electronic Registration. Supplier shall be responsible for ensuring that each Public
Agency has completed U.S. Communities' online registration process prior to processing the Public Agency's first
sales order.
(vi) Supplier's Performance Review. Upon request by U.S. Communities, Supplier
shall participate in a performance review meeting with U.S. Communities to evaluate Supplier's performance of the
covenants set forth in this Agreement.
(vii) Supplier Content. Supplier may, from time to time, provide certain graphics,
media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities
websites and for general marketing and publicity purposes. Supplier hereby grants to U.S. Communities and its
affiliates a non-exclusive, worldwide, perpetual, free, transferrable, license to reproduce, modify, distribute,
publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and
for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier
warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to
Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or
services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the
intellectual property rights or other rights of any third party
3.4 Breach of Supplier's Representations and Covenants. The representations and covenants set forth
in this Agreement are the foundation of the relationship between U.S. Communities and Supplier. If Supplier is
found to be in violation of, or non-compliance with, one or more of the representations and covenants set forth in
this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non-
compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be
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deemed a cause for immediate termination of the Master Agreement at Lead Public Agency's sole discretion or this
Agreement at U.S. Communities' sole discretion.
3.5 Indemnity. Supplier hereby agrees to indemnify and defend U.S. Communities, and its parent
companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees, agents, and
representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses
(including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or
relating to, any actual or alleged breach of any of Supplier's representations, warranties, or covenants in this
Agreement.
ARTICLE IV
PRICING AUDITS
4.1 Supplier shall, at Supplier's sole expense, maintain an accounting of all purchases made by Lead
Public Agency and Participating Public Agencies under the Master Agreement. U.S. Communities and Lead Public
Agency each reserve the right to audit the accounting for a period of three (3) years from the time such purchases
are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the
effective date of termination. U.S. Communities shall have the authority to conduct random audits of Supplier's
pricing that is offered to Participating Public Agencies at U.S. Communities' sole cost and expense.
Notwithstanding the foregoing, in the event that U.S. Communities is made aware of any pricing being offered to
Participating Public Agencies that is materially inconsistent with the pricing under the Master Agreement, U.S.
Communities shall have the ability to conduct an extensive audit of Supplier's pricing at Supplier's sole cost and
expense. U.S. Communities may conduct the audit internally or may engage a third -party auditing firm. In the
event of an audit, the requested materials shall be provided in the format and at the location designated by Lead
Public Agency or U.S. Communities.
ARTICLE V
FEES & REPORTING
5.1 Administrative Fees. Supplier shall pay to U.S. Communities a monthly administrative fee based
upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement, excluding taxes, in
the amount of two percent (2%) of aggregate purchases made during each calendar month (individually and
collectively, "Administrative Fees"). Supplier's annual sales shall be measured on a calendar year basis. All
Administrative Fees shall be payable in U.S. Dollars and shall be made by wire to U.S. Communities, or its
designee or trustee as may be directed in writing by U.S. Communities. Administrative Fees shall be due and
payable within thirty (30) days of the end of each calendar month for purchases shipped and billed during such
calendar month. U.S. Communities agrees to pay to Lead Public Agency five percent (5%) of all Administrative
Fees received from Supplier to help offset Lead Public Agency's costs incurred in connection with managing the
Master Agreement nationally.
5.2 Sales Reports. Within thirty (30) days of the end of each calendar month, Supplier shall deliver to
U.S. Communities an electronic accounting report, in the format prescribed by Exhibit B, attached hereto,
summarizing all purchases made under the Master Agreement during such calendar month ("Sales Report"). All
purchases indicated in the Sales Report shall be denominated in U.S. Dollars. All purchases shipped and billed
pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report. U.S.
Communities reserves the right upon reasonable advance notice to Supplier to change the prescribed report format
to accommodate the distribution of the Administrative Fees to its program sponsors and state associations.
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(a) Monthly Sales Reports shall include all sales reporting under the Master Agreement, and a
breakout of Environmental Preferable (Green) sales reporting. Supplier must make reasonable attempts at filling in
all required information and contact U.S. Communities with a plan to correct any deficiencies of data field
population.
(b) Submitted reports shall be verified by U.S. Communities against its registration database.
Any data that is inconsistent with the registration database shall be changed prior to processing.
5.3 Exception Reporting/Sales Reports Audits. U.S. Communities or its designee may, at its sole
discretion, compare Supplier's Sales Reports with Participating Public Agency records or other sales analysis
performed by Participating Public Agencies, sponsors, advisory board members or U.S. Communities staff. If there
is a material discrepancy between the Sales Report and such records or sales analysis as determined by U.S.
Communities, U.S. Communities shall notify Supplier in writing and Supplier shall have thirty (30) days from the
date of such notice to resolve the discrepancy to U.S. Communities' reasonable satisfaction. Upon resolution of the
discrepancy, Supplier shall remit payment to U.S. Communities' trustee within fifteen (15) calendar days. Any
questions regarding an exception report should be directed to U.S. Communities in writing to
reporting@uscommunities.org. uscommunities.org. If Supplier does not resolve the discrepancy to U.S. Communities' reasonable
satisfaction within thirty (30) days, U.S. Communities shall have the right to engage outside services to conduct an
independent audit of Supplier's reports and Supplier shall be obligated to reimburse U.S. Communities for any and
all costs and expenses incurred in connection with such audit.
5.4 Online Reporting. Within sixty (60) days of the end of each calendar quarter, U.S. Communities
shall provide online reporting to Supplier containing Supplier's sales reporting for such calendar quarter. Supplier
shall contact U.S. Communities within fifteen (15) days of receiving notification of the online reporting and report
to U.S. Communities any concerns or disputes regarding the reports, including but not limited to concerns regarding
the following:
Report Name
Follow up with U.S. Communities
5 Qtr Drop Sales Analysis
Financial & Reporting Manager
Zero States Sales Report
Program Manager
Registered Agency Without Sales Report
Program Manager
Supplier shall have access to the above reports through the U.S. Communities intranet website. The following
additional reports are also available to Supplier and are useful in resolving reporting issues and enabling Supplier to
better manage its Master Agreement:
(i) Agency Sales by Population/Enrollment Report
(ii) Hot Prospect Sales Report
(iii) New Lead Sales Report
(iv) State Comparison Sales Report
(v) Advisory Board Usage Report
(vi) Various Agency Type Comparison Reports
(vii) Sales Report Builder
5.5 Supplier's Failure to Provide Reports or Pay Administrative Fees. Failure to provide a Sales
Report or pay Administrative Fees within the time and in the manner specified herein shall be regarded as a
material breach under this Agreement and if not cured within thirty (30) days of written notice to Supplier, shall be
deemed a cause for termination of the Master Agreement at Lead Public Agency's sole discretion or this Agreement
at U.S. Communities' sole discretion. All Administrative Fees not paid within thirty (30) days of the end of the
previous calendar month shall bear interest at the rate of one and one-half percent (1.5%) per month until paid in
full.
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ARTICLE VI
MISCELLANEOUS
6.1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or
promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding.
6.2 Attorney's Fees. If any action at law or in equity is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any
other relief to which such party may be entitled.
6.3 Assignment.
(a) Supplier. Neither this Agreement nor any rights or obligations hereunder shall be
assignable by Supplier without prior written consent of U.S. Communities, and any assignment without such
consent shall be void.
(b) U.S. Communities. This Agreement and any rights or obligations hereunder may be
assigned by U.S. Communities in U.S. Communities' sole discretion, to an existing or newly established legal
entity that has the authority and capacity to perform U.S. Communities' obligations hereunder.
6.4 Notices. All reports, notices or other communications given hereunder shall be delivered by first-
class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses as set forth below.
U.S. Communities may, by written notice delivered to Supplier, designate any different address to which
subsequent reports, notices or other communications shall be sent.
U.S. Communities:
Supplier:
U.S. Communities
2999 Oak Road, Suite 710
Walnut Creek, California 94597
Attn: Program Manager Administration
Attn: U.S. Communities Program Manager
6.5 Severability. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal,
inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render
the same invalid, inoperative or unenforceable to any extent whatever.
6.6 Waiver. Any failure of a party to enforce, for any period of time, any of the provisions under this
Agreement shall not be construed as a waiver of such provisions or of the right of said party thereafter to enforce
each and every provision under this Agreement.
6.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
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6.8 Modifications. This Agreement may not be effectively amended, changed, modified, altered or
terminated without the prior written consent of the parties hereto.
6.9 Governing Law; Arbitration. This Agreement will be governed by and interpreted in accordance
with the laws of the State of California without regard to any conflict of laws principles. Any dispute, claim, or
controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or
validity thereof, including the determination of the scope or applicability of this dispute resolution clause, shall be
determined by arbitration in Walnut Creek, California, before one (1) arbitrator. The arbitration shall be
administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award
may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional
remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party will be entitled to
recover its reasonable attorneys' fees and arbitration costs from the other party. The arbitration award shall be final
and binding. Each party commits that prior to commencement of arbitration proceedings, the parties shall submit
the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a
mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties
covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The
mediation will be conducted by each party designating a duly authorized officer or other representative to represent
the party with the authority to bind the party, and that the parties agree to exchange informally such information as
is reasonably necessary and relevant to the issues being mediated. All offers, promises, conduct, and statements,
whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts,
and attorneys, and by the mediator or any JAMS employees, are confidential, privileged, and inadmissible for any
purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that
evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a
result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the
submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the
administration of the arbitration shall proceed. The mediation may continue, if the parties so agree, after the
appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from
serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional
remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against
any application for provisional relief on the ground that a mediation is pending.
6.10 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon
U.S. Communities, Supplier and any successor and assign thereto; subject, however, to the limitations contained
herein.
[Remainder of Page Intentionally Left Blank — Signatures Follow]
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IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and Supplier
has caused this Agreement to be executed in its name, all as of the date first written above.
U.S. Communities:
U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE
By
Name:
Title:
Supplier:
By
Name:
Title:
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EXHIBIT A
MASTER AGREEMENT
(Harford County Public Schools Master Agreement/Contract to be attached at time of award.)
-56-
Appendix 8 - US Data Format
TIN supplier ID Account No.
y.... 956000735 160 89518997 ._
.....9`06000222 160 _.._'34868035 y.... 956000735 j 160 89496461
' 956000735 160 89374835
• 066002010 160 328500001053
• 065001854 160 3288440001051
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Agerwy Name
CITY OF LAINICMf ENPL SVCS
LOS ANGELES COUNTY
CITY OF LAJEM/IRON AFFAIR
CITY OF LA/COMMUNITY DEV
GROTON TGNN OF PUBLIC WORKS
GROTON CITY OF
EXHIBIT B
SALES REPORT FORMAT
r,
re.uE ..... a ... ii,,,, .. ..
Pu chasi 555 RAMREZ ST STE 312 - LOS ANGELES CA 90012 p Agen20Type Year C2r Month Amount mr
Dept Name Address ,_ City State ZI ...
� 20 2012 2 5 152550
Faciiges 350 S FIGUEROA ST STE 700 gLOS ANGELES CA 90077,., 30 2012^25 , 160364;
Purchasing 7555 RAMREZ ST STE 312 ILOS ANCELES CA 80012 20 2012 2 5 1625.05
Purchasing 1555 RAMREZ ST STE 312 LOS ANCELES CA 80012 20 2012 2 5 45090.79
Water 123 A St i GROTON CT '06340 20 2012 2 5 318.00_
Adnirrstrabon f 123ASt GROTON CT 06340 20 2012'' 2 5 21200_,
AILR l �k�kkl
go07174 tear NATE EST, t?a °rFTEN,°re°V r� Aras,T;Epoi €;ay maw twr ? 7.115 :fib
Column Name
11N
Supplier ID
Account No..
Agency Name
Dept Name '.
Address
City
State
ZZp
Agency Type
Year
Mount
Required
Optional
Yes
gfional
Yes
OpOonal
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
0
Text
Number
Text
Ted
Ted
Text
Text
Text
Teed
Number
Number
Number
Number
Number
Type
3
25 max
255 max
255 max
255 max
255 max
2
5
2
4
Length
EMPASEgaitYRtigaral
_.. Agency Type ID Mends TYPe Description
c �sttkaa % tt ra , a ("'.u. tone., i'7,7i14
4,t
11 Comnwnty 061050 ;
;52.'G}z,N i%__.
?0` i Gty I __
G-antli p ai:,C?13yiAt i 1ko I,v.
Cons,3JeviEf C datetylCounty +
t70.11 f�k'rl;�klyE,t' " x!«."r's1/ ,,
ntY Spec at District
IHNIEEMEEM
ons
Or"
Example
Comment
956000735 No Dash, Do- not onit leering zero.
fSee Supplier ID Table Below
Dspendson suppleraccount no. :.
Los. Angeles County'
Purchati g Dept
No Dash, Do not omt leading zero, Valid zip code
See Agency Type Table Blow
12
45090 79 Tao doge decimal poi iR no S sign a commas
State Agency. ^
2yvit 0S4t DHtidaf Sr.x' 0i'
kIZPIn
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ATTACHMENT C
STATE NOTICE ADDENDUM
Pursuant to certain state notice provisions the following public agencies and political subdivisions of the
referenced public agencies are eligible to access the contract award made pursuant to this solicitation.
Public agencies and political subdivisions are hereby given notice of the foregoing request for proposal for
purposes of complying with the procedural requirements of said statutes:
Nationwide:
http://www.usa.gov/Agencies/Local Government/Cities.shtml
Other states:
State of Oregon, State of Hawaii, State of Washington
Iffic
Hawaii County
Honolulu County
Kauai County
Maui County
Kalawao County
Aiea
Anahola
Barbers Point N AS
Camp H M Smith
Captain Cook
Eleele
Ewa Beach
Fort Shatter
Haiku
Hakalau
Haleiwa
Hana
Hanalei
Hanamaulu
Hanapepe
Hauula
Hawaii National Park
Hawaiian Ocean View
Hawi
Hickam AFB
Hilo
-58-
Holualoa
Honaunau
Honokaa
Honolulu
Honomu
Hoolehua
Kaaawa
Kahuku
Kahului
Kailua
Kailua Kona
Kalaheo
Kalaupapa
Kamuela
Kaneohe
Kapaa
Kapaau
Kapolei
Kaumakani
Kaunakakai
Kawela Bay
Keaau
Kealakekua
Kealia
Keauhou
Kekaha
Kihei
Kilauea
Koloa
Kualapuu
RFP — Workforce Management System
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Kula Puunene
Kunia Schofield Barracks
Kurtistown Tripler Army Medical Center
Lahaina Volvano
Laie Wahiawa
Lanai City Waialua
Laupahoehoe Waianae
Lawai Waikoloa
Lihue Wailuku
M C B H Kaneohe Bay Waimanalo
Makawao Waimea
Makaweli Waipahu
Maunaloa Wake Island
Mililani Wheeler Army Airfield
Mountain View Brigham Young University - Hawaii
Naalehu Chaminade University of Honolulu
Ninole Hawaii Business College
Ocean View Hawaii Pacific University
Ookala Hawaii Technology Institute
Paauhau Heald College - Honolulu
Paauilo Remington College - Honolulu Campus
Pahala University of Phoenix - Hawaii Campus
Pahoa Hawaii Community College
Paia Honolulu Community College
Papaaloa Kapiolani Community College
Papaikou Kauai Community College
Pearl City Leeward Community College
Pearl Harbor Maui Community College
Pepeekeo University of Hawaii at Hilo
Princeville University of Hawaii at Manoa
Pukalani Windward Community College
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STJOHN THE BAPTIST
Waimanalo Elementary and Intermediate School
Kailua High School
PACIFIC BUDDHIST ACADEMY
HAWAII TECHNOLOGY ACADEMY
CONGREGATION OF CHRISTIAN BROTHERS OF
HAWAII, INC.
MARYKNOLL SCHOOL
ISLAND SCHOOL
KE KULA 0 S. M. KAMAKAU
KAMEHAMEHA SCHOOLS
HANAHAU'OLI SCHOOL
EMMANUAL LUTHERAN SCHOOL
Our Savior Lutheran School
ktit
ft Yew.
BOARD OF WATER SUPPLY
MAUI COUNTY COUNCIL
Honolulu Fire Department
Naalehu Assembly of God
University of the Nations
outrigger canoe club
One Kalakaua
Native Hawaiian Hospitality Association
St. Theresa School
Hawaii Peace and Justice
Kauai Youth Basketball Association
NA HALE 0 MAUI
LEEWARD HABITAT FOR HUMANITY
WAIANAE COMMUNITY OUTREACH
NA LEI ALOHA FOUNDATION
HAWAII FAMILY LAW CLINIC DBA ALA KUOLA
BUILDING INDUSTRY ASSOCIATION OF HAWAII
UNIVERSITY OF HAWAII FEDERAL CREDIT UNION
LANAKILA REHABILITATION CENTER INC.
POLYNESIAN CULTURAL CENTER
CTR FOR CULTURAL AND TECH INTERCHNG BETW
EAST AND WEST
BISHOP MUSEUM
ALOCHOLIC REHABILITATION SVS OF HI INC DBA
HINA MAUKA
ASSOSIATION OF OWNERS OF KUKUI PLAZA
MAUI ECONOMIC DEVELOPMENT BOARD
NETWORK ENTERPRISES, INC.
HONOLULU HABITAT FOR HUMANITY
ALOHACARE
ORIANUENUE HALE, INC.
IUPAT, DISTRICT COUNCIL SO
GOODWILL INDUSTRIES OF HAWAII, INC.
HAROLD K.L. CASTLE FOUNDATION
MAUI ECONOMIC OPPORTUNITY, INC.
EAH, INC.
PARTNERS IN DEVELOPMENT FOUNDATION
HABITAT FOR HUMANITY MAUI
W. M. KECK OBSERVATORY
HAWAII EMPLOYERS COUNCIL
HAWAII STATE FCU
MAUI COUNTY FCU
PUNAHOU SCHOOL
YMCA OF HONOLULU
EASTER SEALS HAWAII
AMERICAN LUNG ASSOCIATION
Hawaii Area Committee
St. Francis Medical Center
READ TO ME INTERNATIONAL FOUNDATION
MAUI FAMILY YMCA
WAILUKU FEDERAL CREDIT UNION
ST. THERESA CHURCH
HALE MAHAOLU
Hawaii Island Humane Society
First United Methodist Church
AOAO Royal Capitol Plaza
MARINE SURF WAIKIKI, INC.
Hawaii Health Connector
Hawaii Carpenters Market Recovery Program Fund
Puu Heleakala Community Association
Saint Louis School
Kailua Racquet Club, Ltd.
Homewise Inc.
Hawaii Baptist Academy
prod test kindly ignore HI - DP
Kroc Center Hawaii
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ARGOSY UNIVERSITY
HAWAII PACIFIC UNIVERSITY
UNIVERSITY OF HAWAII AT MANOA
RESEARCH CORPORATION OF THE UNIVERSITY OF
HAWAII
BRIGHAM YOUNG UNIVERSITY - HAWAII
University Clinical Research and Association
CHAMINADE UNIVERSITY OF HONOLULU
Hawaii Information Consortium
TURTLE BAY RESORT GOLF CLUB
Leeward Community Church
Queen Emma Gardens AOAO
COUNTY OF MAUI
Honolulu Community College
COLLEGE OF THE MARSHALL ISLANDS
DOT Airports Division Hilo International Airport
Judiciary - State of Hawaii
STATE OF HAWAII, DEPT. OF EDUCATION
ADMIN. SERVICES OFFICE
SOH- JUDICIARY CONTRACTS AND PURCH
STATE DEPARTMENT OF DEFENSE
HAWAII CHILD SUPPORT ENFORCEMENT AGENCY
HAWAII HEALTH SYSTEMS CORPORATION
HAWAII AGRICULTURE RESEARCH CENTER
STATE OF HAWAII
Third Judicial Circuit - State of Hawaii
CITY AND COUNTY OF HONOLULU
US Navy
Defense Information System Agency
to OR i1 b48wreccorc
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0,0
VALLEY CATHOLIC SCHL
Bethel School District #52
St. Therese Parish/School
Portland YouthBuilders
Wallowa County ESD
Fern Ridge School District 28J
MOLALLA RIVER ACADEMY
HIGH DESERT EDUCATION SERVICE DISTRICT
SOUTHWEST CHARTER SCHOOL
WHITEAKER MONTESSORI SCHOOL
CASCADES ACADEMY OF CENTRAL OREGON
NEAH-KAH-NIE DISTRICT NO.56
INTER MOUNTAIN ESD
STANFIELD SCHOOL DISTRICT
LA GRANDE SCHOOL DISTRICT
CASCADE SCHOOL DISTRICT
DUFUR SCHOOL DISTRICT NO.29
hillsboro school district
GASTON SCHOOL DISTRICT 511J
BEAVERTON SCHOOL DISTRICT
COUNTY OF YAMHILL SCHOOL DISTRICT 29
WILLAMINA SCHOOL DISTRICT
MCMINNVILLE SCHOOL DISTRICT NO.40
Sheridan School District 48J
THE CATLIN GABEL SCHOOL
NORTH WASCO CTY SCHOOL DISTRICT 21 -
CHENOWITH
CENTRAL CATHOLIC HIGH SCHOOL
CANYONVILLE CHRISTIAN ACADEMY
GEN CONF OF SDA CHURCH WESTERN OR
PORTLAND ADVENTIST ACADEMY
OUR LADY OF THE LAKE SCHOOL
NYSSA SCHOOL DISTRICT NO. 26
ARLINGTON SCHOOL DISTRICT NO. 3
LIVINGSTONE ADVENTIST ACADEMY
Santiam Canyon SD 129J
WEST HILLS COMMUNITY CHURCH
BANKS SCHOOL DISTRICT
WILLAMETTE EDUCATION SERVICE DISTRICT
BAKER COUNTY SCHOOL DIST. 16J - MALHEUR ESD
HARNEY EDUCATION SERVICE DISTRICT
GREATER ALBANY PUBLIC SCHOOL DISTRICT
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LAKE OSWEGO SCHOOL DISTRICT 7J
SOUTHERN OREGON EDUCATION SERVICE
DISTRICT
SILVER FALLS SCHOOL DISTRICT
St Helens School District
DAYTON SCHOOL DISTRICT NO.8
Amity School District 4-J
SCAPPOOSE SCHOOL DISTRICT 1J
REEDSPORT SCHOOL DISTRICT
FOREST GROVE SCHOOL DISTRICT
DAVID DOUGLAS SCHOOL DISTRICT
LOWELL SCHOOL DISTRICT NO.71
TIGARD-TUALATIN SCHOOL DISTRICT
SHERWOOD SCHOOL DISTRICT 88J
RAINIER SCHOOL DISTRICT
NORTH CLACKAMAS SCHOOL DISTRICT
MONROE SCHOOL DISTRICT NO.1J
CHILDPEACE MONTESSORI
HEAD START OF LANE COUNTY
HARNEY COUNTY SCHOOL DIST. NO.3
NESTUCCA VALLEY SCHOOL DISTRICT NO.101
ARCHBISHOP FRANCIS NORBERT BLANCHET
SCHOOL
LEBANON COMMUNITY SCHOOLS NO.9
MT.SCOTT LEARNING CENTERS
SEVEN PEAKS SCHOOL
DE LA SALLE N CATHOLIC HS
MULTISENSORY LEARNING ACADEMY
MITCH CHARTER SCHOOL
REALMS CHARTER SCHOOL
BAKER SCHOOL DISTRICT 5-J
PHILOMATH SCHOOL DISTRICT
CLACKAMAS EDUCATION SERVICE DISTRICT
CANBY SCHOOL DISTRICT
OREGON TRAIL SCHOOL DISTRICT NO.46
WEST LINN WILSONVILLE SCHOOL DISTRICT
MOLALLA RIVER SCHOOL DISTRICT NO.35
ESTACADA SCHOOL DISTRICT NO.108
GLADSTONE SCHOOL DISTRICT
ASTORIA SCHOOL DISTRICT 1C
SEASIDE SCHOOL DISTRICT 10
NORTHWEST REGIONAL EDUCATION SERVICE
DISTRICT
VERNONIA SCHOOL DISTRICT47J
SOUTH COAST EDUCATION SERVICE DISTRICT
COOS BAY SCHOOL DISTRICT NO.9
COOS BAY SCHOOL DISTRICT
NORTH BEND SCHOOL DISTRICT 13
COQUILLE SCHOOL DISTRICT 8
MYRTLE POINT SCHOOL DISTRICT NO.41
BANDON SCHOOL DISTRICT
BROOKING HARBOR SCHOOL DISTRICT NO.17-C
REDMOND SCHOOL DISTRICT
DESCHUTES COUNTY SD NO.6 - SISTERS SD
DOUGLAS EDUCATION SERVICE DISTRICT
ROSEBURG PUBLIC SCHOOLS
GLIDE SCHOOL DISTRICT NO.12
SOUTH UMPQUASCHOOL DISTRICT#19
YONCALLA SCHOOL DISTRICT NO.32
ELKTON SCHOOL DISTRICT NO.34
DOUGLAS COUNTY SCHOOL DISTRICT 116
HOOD RIVER COUNTY SCHOOL DISTRICT
PHOENIX -TALENT SCHOOL DISTRICT NO.4
CENTRAL POINT SCHOOL DISTRICT NO. 6
JACKSON CO SCHOOL DIST NO.9
ROGUE RIVER SCHOOL DISTRICT NO.35
MEDFORD SCHOOL DISTRICT 549C
CULVER SCHOOL DISTRICT NO.
JEFFERSON COUNTY SCHOOL DISTRICT509-J
GRANTS PASS SCHOOL DISTRICT 7
LOST RIVER JR/SR HIGH SCHOOL
KLAMATH FALLS CITY SCHOOLS
LANE COUNTY SCHOOL DISTRICT 4J
SPRINGFIELD SCHOOL DISTRICT NO.19
CRESWELL SCHOOL DISTRICT
SOUTH LANE SCHOOL DISTRICT45J3
LANE COUNTY SCHOOL DISTRICT 69
SIUSLAW SCHOOL DISTRICT
SWEET HOME SCHOOL DISTRICT NO.55
LINN CO. SCHOOL DIST. 95C - SCIO SD
ONTARIO MIDDLE SCHOOL
GERVAIS SCHOOL DIST. #1
NORTH SANTIAM SCHOOL DISTRICT 29J
JEFFERSON SCHOOL DISTRICT
SALEM-KEIZER PUBLIC SCHOOLS
MT, ANGEL SCHOOL DISTRICT NO.91
MARION COUNTY SCHOOL DISTRICT 103 -
WASHINGTON ES
MORROW COUNTY SCHOOL DISTRICT
MULTNOMAH EDUCATION SERVICE DISTRICT
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RFP — Workforce Management System
#14-JLR-003
GRESHAM-BARLOW SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO. 2
CENTRAL SCHOOL DISTRICT 13J
St. Mary Catholic School
CROSSROADS CHRISTIAN SCHOOL
ST. ANTHONY SCHOOL
HERITAGE CHRISTIAN SCHOOL
BEND -LA PINE SCHOOL DISTRICT
GLENDALE SCHOOL DISTRICT
LINCOLN COUNTY SCHOOL DISTRICT
PORTLAND PUBLIC SCHOOLS
REYNOLDS SCHOOL DISTRICT
CENTENNIAL SCHOOL DISTRICT
NOBEL LEARNING COMMUNITIES
St. Stephen's Academy
Salem-Keizer 24J
McKay High School
Pine Eagle Charter School
Waldo Middle School
hermiston school district
Clear Creek Middle School
Marist High School
Victory Academy
Vale School District No. 84
St. Mary School
Junction City High School
Three Rivers School District
Pedee School
Fern Ridge School District
Ppmc Education Committee
JESUIT HIGH SCHL EXEC OFC
LASALLE HIGH SCHOOL
Southwest Christian School
Stayton Christian School
Willamette Christian School
Westside Christian High School
CS LEWIS ACADEMY
Portland America School
Forest Hills Lutheran School
Sunrise Preschool
Mosier Community School
Koreducators Lep High
Warrenton Hammond School District
Sutherlin School District
Malheur Elementary School District
Ontario School District
Parkrose School District 3
Riverdale School District 51J
Tillamook School District
Trinity Lutheran Church and School
Siletz Valley School
Madeleine School
South Columbia Family School
Helix School District
Corvallis School District 5091
Falls City School District #57
Portland Christian Schools
Muddy Creek Charter School
Yamhill Carlton School District
ABIQUA SCHL
Imbler School District #11
monument school
St. Paul School District
L'Etoiile French Immersion School
Marist Catholic High School
Ukiah School District 80R
North Powder Charter School
French American School
Mastery Learning Institute
North Lake School District 14
11,
GILLIAM COUNTY OREGON
HOUSING AUTHORITY OF CLACKAMAS COUNTY
UMATILLA COUNTY, OREGON
MULTNOMAH LAW LIBRARY
clackamas county
CLATSOP COUNTY
COLUMBIA COUNTY, OREGON
coos county
CROOK COUNTY ROAD DEPARTMENT
CURRY COUNTY OREGON
DESCHUTES COUNTY
GILLIAM COUNTY
GRANT COUNTY, OREGON
HARNEY COUNTY SHERIFFS OFFICE
HOOD RIVER COUNTY
jackson county
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RFP — Workforce Management System
# 14-JLR-003
josephine county
klamath county
LANE COUNTY
LINN COUNTY
MARION COUNTY, SALEM, OREGON
MULTNOMAH COUNTY
SHERMAN COUNTY
WASCO COUNTY
YAMHILL COUNTY
WALLOWA COUNTY
ASSOCIATION OF OREGON COUNTIES
NAMI LANE COUNTY
BENTON COUNTY
DOUGLAS COUNTY
JEFFERSON COUNTY
LAKE COUNTY
LINCOLN COUNTY
POLK COUNTY
UNION COUNTY
WASHINGTON COUNTY
MORROW COUNTY
NORCOR Juvenile Detention
Tillamook County Estuary
Job Council
Mckenzie Personnel Services
Columbia Basin Care Facility
BAKER CNTY GOVT
TILLAMOOK CNTY
aunt yp
Mt Emily Safe Center
Salem First Presbyterian Church
Rolling Hills Baptist Church
Baker Elks
Gates Community Church of Christ
PIP Corps LLC
Turtle Ridge Wildlife Center
Grande Ronde Model Watershed Foundation
Western Environmental Law Center
Mercy Flights, Inc.
HHoly Trinity Greek Orthodox Cathedral
MECOP Inc.
Beaverton Christians Church
Oregon Humanities
-64-
St. Pius X School
Community Connection of Northeast Oregon, Inc.
Living Opportunities, Inc.
Coos Art Museum
OETC
Blanchet House of Hospitality
Merchants Exchange of Portland, Oregon
Coalition for a Livable Future
Central Oregon Visitors Association
Soroptimist International of Gold Beach, OR
Real Life Christian Church
Delphian School
AVON
Human Solutions, Inc.
The Wallace Medical Concern
Boys & Girls Club of Salem, Marion & Polk
Counties
The Ross Ragland Theater and Cultural Center
Cascade Health Solutions
Umpqua Community Health Center
ALZHEIMERS NETWORK OF OREGON
NATIONAL WILD TURKEY FEDERATION
TILLAMOOK ESTUARIES PARTNERSHIP
LIFEWORKS NW
COLLEGE HOUSING NORTHWEST
PARALYZED VETERANS OF AMERICA
Independent Development Enterprise Alliance
MID-WILLAMETTE VALLEY COMMUNITY ACTION
AGENCY, INC
HALFWAY HOUSE SERVICES, INC.
REDMOND PROFICIENCY ACADEMY
OHSU FOUNDATION
SHELTERCARE
PRINGLE CREEK SUSTAINABLE LIVING CENTER
PACIFIC INSTITUTES FOR RESEARCH
Mental Health for Children, Inc.
The Dreaming Zebra Foundation
LAUREL HILL CENTER
THE OREGON COMMUNITY FOUNDATION
OCHIN
WE CARE OREGON
SE WORKS
ENTERPRISE FOR EMPLOYMENT AND EDUCATION
OMNIMEDIX INSTITUTE
PORTLAND BUSINESS ALLIANCE
RFP — Workforce Management System
# 14-7LR-003
GATEWAY TO COLLEGE NATIONAL NETWORK
FOUNDATIONS FOR A BETTER OREGON
GOAL ONE COALITION
ATHENA LIBRARY FRIENDS ASSOCIATION
Coastal Family Health Center
CENTER FOR COMMUNITY CHANGE
STAND FOR CHILDREN
ST. VINCENT DEPAUL OF LANE COUNTY
EAST SIDE FOURSQUARE CHURCH
CORVALLIS MOUNTAIN RESCUE UNIT
InventSuccess
SHERIDAN JAPANESE SCHOOL FOUNDATION
MOSAIC CHURCH
HOUSING AUTHORITY OF LINCOLN COUNTY
RENEWABLE NORTHWEST PROJECT
INTERNATIONAL SUSTAINABLE DEVELOPMENT
FOUNDATION
CONSERVATION BIOLOGY INSTITUTE
THE NATIONAL ASSOCIATION OF CREDIT
MANAGEMENT-OREGON, INC.
BLACHLY LANE ELECTRIC COOPERATIVE
MORNING STAR MISSIONARY BAPTIST CHURCH
NORTHWEST FOOD PROCESSORS ASSOCIATION
INDEPENDENT INSURANCE AGENTS AND BROKERS
OF OREGON
OREGON EDUCATION ASSOCIATION
HEARING AND SPEECH INSTITUTE INC
SALEM ELECTRIC
MORRISON CHILD AND FAMILY SERVICES
JUNIOR ACHIEVEMENT
CENTRAL BIBLE CHURCH
MID COLUMBIA MEDICAL CENTER -GREAT 'N
SMALL
TRILLIUM FAMILY SERVICES, INC.
YWCA SALEM
PORTLAND ART MUSEUM
SAINT JAM ES CATHOLIC CHURCH
SOUTHERN OREGON HUMANE SOCIETY
VOLUNTEERS OF AMERICA OREGON
CENTRAL DOUGLAS COUNTY FAMILY YMCA
METROPOLITAN FAMILY SERVICE
OREGON MUSUEM OF SCIENCE AND INDUSTRY
FIRST UNITARIAN CHURCH
ST. ANTHONY CHURCH
Good Shepherd Medical Center
Salem Academy
ST VINCENT DE PAUL
OUTSIDE IN
UNITED CEREBRAL PALSY OF OR AND SW WA
WILLAMETTE VIEW INC.
PORTLAND HABILITATION CENTER, INC.
OREGON STATE UNIVERSITY ALUMNI
ASSOC►ATION
ROSE VILLA, INC.
NORTHWEST LINE JOINT APPRENTICESHIP &
TRAINING COMMITTEE
BOYS AND GIRLS CLUBS OF PORTLAND
METROPOLITAN AREA
Oregon Research Institute
WILLAMETTE LUTHERAN HOMES, INC
LANE MEMORIAL BLOOD BANK
PORTLAND JEWISH ACADEMY
LANECO FEDERAL CREDIT UNION
GRANT PARK CHURCH
ST. MARYS OF MEDFORD, INC.
US CONFERENCE OF MENONNITE BRETHREN
CHURCHES
FAITHFUL SAVIOR MINISTRIES
OREGON CITY CHURCH OF THE NAZARENE
OREGON COAST COMMUNITY ACTION
NORTHWEST REGIONAL EDUCATIONAL
LABORATORY
COMMUNITY ACTION TEAM, INC.
EUGENE SYMPHONY ASSOCIATION, INC.
STAR OF HOPE ACTIVITY CENTER INC.
SPARC ENTERPRISES
SOUTHERN OREGON CHILD AND FAMILY COUNCIL,
INC.
SALEM ALLIANCE CHURCH
Lane Council of Governments
FORD FAMILY FOUNDATION
TRAILS CLUB
NEWBERG FRIENDS CHURCH
WOODBURN AREA CHAMBER OF COMMERCE
CONTEMPORARY CRAFTS MUSEUM AND GALLERY
CITY BIBLE CHURCH
OREGON LIONS SIGHT & HEARING FOUNDATION
PORTLAND WOMENS CRISIS LINE
THE SALVATION ARMY - CASCADE DIVISION
WILLAMETTE FAMILY
WHITE BIRD CLINIC
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RFP — Workforce Management System
#14-JLR-003
GOODWILL INDUSTRIES OF LANE AND SOUTH
COAST COUNTIES
PLANNED PARENTHOOD OF SOUTHWESTERN
OREGON
HOUSING NORTHWEST
OREGON ENVIRONMENTAL COUNCIL
LOAVES & FISHES CENTERS, INC.
FAITH CENTER
Bob Belloni Ranch, Inc.
GOOD SHEPHERD COMMUNITIES
SACRED HEART CATHOLIC DAUGHTERS
HELP NOW! ADVOCACY CENTER
TENAS ILLAHEE CHILDCARE CENTER
SUNRISE ENTERPRISES
LOOKING GLASS YOUTH AND FAMILY SERVICES
SERENITY LANE
EAST HILL CHURCH
LA GRANDE UNITED METHODIST CHURCH
COAST REHABILITATION SERVICES
Edwards Center Inc
ALVORD-TAYLOR INDEPENDENT LIVING SERVICES
NEW HOPE COMMUNITY CHURCH
KLAMATH HOUSING AUTHORITY
QUADRIPLEGICS UNITED AGAINST DEPENDENCY,
INC.
SPONSORS, INC.
COLUMBIA COMMUNITY MENTAL HEALTH
ADDICTIONS RECOVERY CENTER, INC
METRO HOME SAFETY REPAIR PROGRAM
OREGON SUPPORTED LIVING PROGRAM
SOUTH COAST HOSPICE, INC.
ALLFOURONE/CRESTVIEW CONFERENCE CTR.
The International School
REBUILDING TOGETHER - PORTLAND INC.
PENDLETON ACADEMIES
PACIFIC FISHERY MANAGEMENT COUNCIL
DOGS FOR THE DEAF, INC.
PUBLIC DEFENDER SERVICES OF LANE COUNTY,
INC.
EMMAUS CHRISTIAN SCHOOL
DELIGHT VALLEY CHURCH OF CHRIST
SAINT CATHERINE OF SIENA CHURCH
PORT CITY DEVELOPMENT CENTER
VIRGINIA GARCIA MEMORIAL HEALTH CENTER
CENTRAL CITY CONCERN
CANBY FOURSQUARE CHURCH
EMERALD PUD
VERMONT HILLS FAMILY LIFE CENTER
BENTON HOSPICE SERVICE
INTERNATIONAL SOCIETY FOR TECHNOLOGY IN
EDUCATION
COMMUNITY CANCER CENTER
OPEN MEADOW ALTERNATIVE SCHOOLS, INC.
CASCADIA BEHAVIORAL HEALTHCARE
WILD SALMON CENTER
BROAD BASE PROGRAMS INC.
SUNNYSIDE FOURSQUARE CHURCH
TRAINING EMPLOYMENT CONSORTIUM
RELEVANT LIFE CHURCH
211INFO
SONRISE CHURCH
LIVING WAY FELLOWSHIP
Women's Safety & Resource Center
SEXUAL ASSAULT RESOURCE CENTER
IRCO
NORTHWEST YOUTH CORPS
TILLAMOOK CNTY WOMENS CRISIS CENTER
SECURITY FIRST CHILD DEVELOPMENT CENTER
CLASSROOM LAW PROJECT
YOUTH GUIDANCE ASSOC.
PREGNANCY RESOUCE CENTERS OF GRETER
PORTLAND
ELMIRA CHURCH OF CHRIST
JASPER MOUNTAIN
ACUMENTRA HEALTH
WORKSYSTEMS INC
COVENANT CHRISTIAN HOOD RIVER
OREGON DONOR PROGRAM
NAMI OREGON
OLIVET BAPTIST CHURCH
SILVERTON AREA COMMUNITY AID
CONFEDERATED TRIBES OF GRAND RONDE
CENTRAL OREGON COMMUNITY ACTION AGENCY
NETWORK
CATHOLIC COMMUNITY SERVICES
NEW AVENUES FOR YOUTH INC
LA CLINICA DEL CARINO FAMILY HEALTH CARE
CENTER
DECISION SCIENCE RESEARCH INSTITUTE, INC.
WESTERN STATES CENTER
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RFP — Workforce Management System
# 14-JLR-003
HIV ALLIANCE, INC
PARTNERSHIPS IN COMMUNITY LIVING, INC.
FANCONI ANEMIA RESEARCH FUND INC.
BLIND ENTERPRISES OF OREGON
OREGON BALLET THEATRE
SMART
All God's Children International
FARMWORKER HOUISNG DEV CORP
UMPQUA COMMUNITY DEVELOPMENT
CORPORATION
REGIONAL ARTS AND CULTURE COUNCIL
THE EARLY EDUCATION PROGRAM, INC.
MACDONALD CENTER
EVERGREEN AVIATION MUSEUM AND CAP.
MICHAEL KING.
SELF ENHANCEMENT INC.
FRIENDS OF THE CHILDREN
SOUTH LANE FAMILY NURSERY DBA FAMILY
RELIEF NURSE
COMMUNITY VETERINARY CENTER
PORTLAND SCHOOLS FOUNDATION
SUSTAINABLE NORTHWEST
OREGON DEATH WITH DIGNITY
BIRCH COMMUNITY SERVICES, INC.
BAY AREA FIRST STEP, INC.
OSLCCOMMUNITY PROGRAMS
EN AVANT, INC.
ASHLAND COMMUNITY HOSPITAL
NORTHWEST ENERGY EFFICIENCY ALLIANCE
BONNEVILLE ENVIRONMENTAL FOUNDATION
SUMMIT VIEW COVENANT CHURCH
SALMON -SAFE INC.
BETHEL CHURCH OF GOD
PROVIDENCE HOOD RIVER MEMORIAL HOSPITAL
SAINT ANDREW NATIVITY SCHOOL
BARLOW YOUTH FOOTBALL
SPOTLIGHT THEATRE OF PLEASANT HILL
FAMILIES FIRST OF GRANT COUNTY, INC.
TOUCHSTONE PARENT ORGANIZATION
CANCER CARE RESOURCES
CASCADIA REGION GREEN BUILDING COUNCIL
SHERMAN DEVELOPMENT LEAGUE, INC.
SCIENCEWORKS
WORD OF LIFE COMMUNITY CHURCH
SOCIAL VENTURE PARTNERS PORTLAND
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OREGON PROGRESS FORUM
CENTER FOR RESEARCH TO PRACTICE
WESTERN RIVERS CONSERVANCY
UNITED WAY OF THE COLUMBIA WILLAMETTE
EUGENE BALLET COMPANY
EAST WEST MINISTRIES INTERNATIONAL
SISKIYOU INITIATIVE
EDUCATIONAL POLICY IMPROVEMENT CENTER
North Pacific District of Foursquare Churches
CATHOLIC CHARITIES
FIRST CHURCH OF THE NAZARENE
WESTSIDE BAPTIST CHURCH
Little Promises Chlildren's Program
UNION GOSPEL MISSION
GRACE BAPTIST CHURCH
COMMUNITY ACTION ORGANIZATION
OUTSIDE IN
MAKING MEMORIES BREAST CANCER
FOUNDATION, INC.
ELAW
COMMUNITY HEALTH CENTER, INC
Greater Portland INC
Boys & Girls Club of Corvallis
Southeast Uplift Neighborhood Coalition
First United Presbyterian Church
PDX Wildlife
Jackson -Josephine 4-C Council
Childswork Learning Center
New Artists Performing Arts Productions, Inc.
Relief Nursery
Viking Sal Senior Center
Boys and Girls Club of the rogue valley
DrupalCon Inc., DBA Drupal Association
Albany Partnership for Housing and Community
Development
Dress for Success Oregon
Beaverton Rock Creek Foursquare Church
St Paul Catholic Church
St Mary's Catholic School and Parish
Polk Soil and Water Conservation District
Street Ministry
La Grande Church of the Nazarene
Spruce Villa, Inc.
House of Prayer for All Nations
Sacred Heart Catholic Church
RFP — Workforce Management System
# 14-JLR-003
African American Health Coaliton, Inc.
Happy Canyon Company
Village Home Education Resource Center
Monet's Children's Circle
Cascade Housing Association
Dayspring Fellowship
Northwest Habitat Institute
First Baptist Church
The Nature Conservancy, Willamette Valley Field
Office
Portland Community Reinvestment Initiatives, Inc.
GeerCrest Farm & Historical Society
College United Methodist Church
NEDCO
Salem Evangelical Church
Daystar Education, Inc.
Oregon Social Learning Center
Pain Society of Oregon
environmental law alliance worldwide
Community in Action
Safe Harbors
Pacific Classical Ballet
Depaul Industries
African American Health Coalition
Ministerio International Casa
Jesus Prayer Book
Workforce Northwest Inc
Coalition Of Community Health
New Paradise Worship Center
River Network
CCI Enterprises Inc
Oregon Nurses Association
GOODWILL INDUSTRIES OF THE COLUMBIA
WILLAMETTE
Mount Angel Abbey
YMCA OF ASHLAND
YMCA OF COLUMBIA-WILLAMETTE ASSOCIATION
SERVICES
Multnomah Law Library
Friends Of Tryon Creek State P
Ontrack Inc.
Calvin Presbyterian Church
HOLT INTL CHILD
St John The Baptist Catholic
Portland Foursquare Church
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Portland Christian Center
Church Extension Plan
Occu Afghanistan Relief Effort
EUGENE FAMILY YMCA
Christ The King Parish and School
Congregation Neveh Shalom
Newberg Christian Church
First United Methodist Church
Zion Lutheran Church
Hoodview Christian Church
Southwest Bible Church
Community Works Inc
Masonic Lodge Pearl 66
Molalla Nazarene Church
Transition Projects, Inc
St Michaels Episcopal Church
Saint Johns Catholich Church
Access Inc
Step Forward Activities Inc
Lane Arts Council
Community Learning Center
Old Mill Center for Children and Families
Sunny Oaks Inc
Little Flower Development Center
Hospice Center Bend La Pine
PECI
Westside Foursquare Church
Relief Nursery Inc
Morning Star Community Church
MULTNOMAH DEFENDERS INC
Providence Health System
Holy Trinity Catholic Church
Holy Redeemer Catholic Church
Alliance Bible Church
Mid Columbia Childrens Council
HUMANE SOCIETY OF REDMOND
Intergral Youth Services
Our Redeemer Lutheran Church
Kbps Public Radio
Skyball Salem Keizer Youth Bas
Open Technology Center
Grace Chapel
CHILDREN'S MUSEUM 2ND
Oregon District 7 Little League
RFP — Workforce Management System
#14-JLR-003
Portland Schools Alliance
My Fathers House
Solid Rock
West Chehalem Friends Church
Eugene Creative Care
Guide Dogs For The Blind
Children Center At Trinity
St. Katherine's Catholic Church
Scottish Rite
THE NEXT DOOR
NATIONAL PSORIASIS FOUNDATION
NEW BEGINNINGS CHRISTIAN CENTER
HIGHLAND UNITED CHURCH OF CHRIST
OREGON REPERTORY SINGERS
HIGHLAND HAVEN
FAIR SHARE RESEARCH AND EDUCATION FUND
First Baptist Church of Enterprise
Oregon Nikkei Endowment
Eastern Oregon Alcoholism Foundation
Grantmakers for Education
The ALS Association Oregon and SW Washington
Chapter
Children's Relief Nursery
Energy Trust of Oregon
Oregon Psychoanalytic Center
Store to Door
Depaul Industries
Union County Economic Development Corp.
Camelto Theatre Company
Camp Fire Columbia
TAKE III OUTREACH
Sandy Seventh -day Adventist Church
A FAMILY FOR EVERY CHILD
1000 FRIENDS OF OREGON
NAMI of Washington County
Temple Beth Israel
Albertina Kerr Centers
St. Matthew Catholic School
Serendipity Center Inc
Center for Family Development
West Salem Foursquare Church
Ashland Art Center
Apostolic Church of Jesus Christ
DOUGLAS FOREST PROTECTIVE
Oregon Lyme Disease Network
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Ecotrust
SPECIAL MOBILITY SERVICES
Ronald McDonald House Charities of Oregon &
Southwest Washington
Center for Human Development
DePaul Treatment Centers, Inc.
Mission Increase Foundation
Portland Japanese Garden
The Madeleine Parish
The Tucker -Maxon Oral School
Southwest Neighborhoods, Inc
Wallowa Valley Center For Wellness
Portland Oregon Visitors Association
Southern Oregon Project Hope
Our United Villages
Samaritan Health Services Inc.
Kilchis House
Grace Lutheran School
Western Mennonite School
Oregon State University
Treasure Valley Community College
Unviersity of Oregon
OREGON UNIVERSITY SYSTEM
WESTERN STATES CHIROPRACTIC COLLEGE
GEORGE FOX UNIVERSITY
LEWIS AND CLARK COLLEGE
PACIFIC UNIVERSITY
REED COLLEGE
WILLAMETTE UNIVERSITY
LINFIELD COLLEGE
MULTNOMAH BIBLE COLLEGE
NORTHWEST CHRISTIAN COLLEGE
NATIONAL COLLEGE OF NATURAL MEDICINE
BLUE MOUNTAIN COMMUNITY COLLEGE
PORTLAND STATE UNIV.
CLACKAMAS COMMUNITY COLLEGE
MARYLHURST UNIVERSITY
OREGON HEALTH AND SCIENCE UNIVERSITY
BIRTHINGWAY COLLEGE OF MIDWIFERY
pacific u
UNIVERSITY OF OREGON
CONCORDIA UNIV
RFP — Workforce Management System
#14-JLR-003
Marylhurst University
Corban College
Oregon Center For Advanced T
Beta Omega Alumnae
Oregon Institute of Technology
Clackamas River Water Providers
eickhoff dev co inc
The Klamath Tribe
Life Flight Network LLC
COVENANT RETIREMENT COMMUNITIES
PENTAGON FEDERAL CREDIT UNION
SAIF CORPORATION
GREATER HILLSBORO AREA CHAMBER OF
COMMERCE
LANE ELECTRIC COOPERATIVE
USAGENCIES CREDIT UNION
DOUGLAS ELECTRIC COOPERATIVE, INC.
ROGUE FEDERAL CREDIT UNION
PACIFIC CASCADE FEDERAL CREDIT UNION
PACIFIC STATES MARINE FISHERIES COMMISSION
LOCAL GOVERNMENT PERSONNEL INSTITUTE
MID COLUMBIA COUNCIL OF GOVERNMENTS
CLACKAMAS RIVER WATER
GRANTS PASS MANAGEMENT SERVICES, DBA
SPIRIT WIRELESS
Clatskanie People's Utility District
Heartfelt Obstetrics & Gynecology
Coquille Economic Development Corporation
CITY/COUNTY INSURANCE SERVICE
PIONEER COMMUNITY DEVELOPMENT
Cornerstone Association Inc
COMMUNITY CYCLING CENTER
NPKA
Shangri La
Portland Impact
Eagle Fern Camp
NORTHWEST VINTAGE CAR AND MOTORCYCLE
K Churchill Estates
Cvalco
KLAMATH FAMILY HEAD START
RIVER CITY DANCERS
Oregon Permit Technical Association
KEIZER EAGLES AERIE 3895
-70-
Pgma/Cathie Bourne
Astra
CSC HEAD START
Belt Hallel
Oregon Public Broadcasting
Halsey -Shedd Fire District
crescent grove cemetery
EOU - NEOAHEC
rr
Molalla Rural Fire Protection District
MONMOUTH - INDEPENDENCE NETWORK
MALIN COMMUNITY PARK AND RECREATION
DISTRICT
TILLAMOOK PEOPLES UTILITY DISTRICT
GLADSTONE POLICE DEPARTMENT
GOLD BEACH POLICE DEPARTMENT
THE NEWPORT PARK AND RECREATION CENTER
RIVERGROVE WATER DISTRICT
WEST VALLEY HOUSING AUTHORITY
TUALATIN VALLEY FIRE & RESCUE
GASTON RURAL FIRE DEPARTMENT
CITY COUNTY INSURANCE SERVICES
METRO
Roseburg Police Department
SOUTH SUBURBAN SANITARY DISTRICT
OAK LODGE SANITARY DISTRICT
SOUTH FORK WATER BOARD
SUNSET EMPIRE PARK AND RECREATION
SPRINGFIELD UTILITY BOARD
Tillamook Urban Renewal Agency
Boardman Rural Fire Protection District
Silverton Fire District
Lewis and Clark Rural Fire Protection District
Rainbow Water District
Illinois Valley Fire District
PORT OF TILLAMOOK BAY
TRI-COUNTY HEALTH CARE SAFETY NET
ENTERPRISE
METROPOLITAN EXPOSITION -RECREATION
COMMISSION
REGIONAL AUTOMATED INFORMATION NETWORK
RFP — Workforce Management System
# 14-JLR-003
OAK LODGE WATER DISTRICT
THE PORT OF PORTLAND
WILLAMALANE PARK AND RECREATION DISTRICT
TUALATIN VALLEY WATER DISTRICT
UNION SOIL & WATER CONSERVATION DISTRICT
LANE EDUCATION SERVICE DISTRICT
TUALATIN HILLS PARK AND RECREATION DISTRICT
PORT OF SIUSLAW
CHEHALEM PARK AND RECREATION DISTRICT
PORT OF ST HELENS
LANE TRANSIT DISTRICT
CENTRAL OREGON INTERGOVERNMENTAL
COUNCIL
HOODLAND FIRE DISTRICT NO.74
WEST MULTNOMAH SOIL AND WATER
CONSERVATION DISTRICT
SALEM AREA MASS TRANSIT DISTRICT
Banks Fire District #13
KLAMATH COUNTY 9-1-1
GLENDALE RURAL FIRE DISTRICT
COLUMBIA 911 COMMUNICATIONS DISTRICT
NW POWER POOL
Lowell Rural Fire Protection District
TriMet Transit
Estacada Rural Fire District
Keizer Fire District
State Accident Insurance Fund Corporation
Bend Metro Park & Recreation District
La Pine Park & Recreation District
Siuslaw Public Library District
Columbia River Fire & Rescue
Seal Rock Water District
Rockwood Water P.U.D.
Tillamook Fire District
Tillamook County Transportation Dist
Central Lincoln People's Utility District
Jefferson Park and Recreation
Brookings Fire / Rescue
City of Veneta
CITY OF DAMASCUS
Hermiston Fire & Emergency Svcs
CEDAR MILL COMMUNITY LIBRARY
CITY OF LAKE OSWEGO
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EUGENE WATER & ELECTRIC BOARD
LEAGUE OF OREGON CITIES
CITY OF SANDY
CITY OF ASTORIA OREGON
CITY OF BEAVERTON
CITY OF BOARDMAN
CITY OF CAN BY
CITY OF CANYONVILLE
CITY OF CENTRAL POINT POLICE DEPARTMENT
CITY OF CLATSKANIE
CITY OF CONDON
CITY OF COOS BAY
CITY OF CORVALLIS
CITY OF CRESWELL
CITY OF ECHO
CITY OF ESTACADA
CITY OF EUGENE
CITY OF FAIRVIEW
CITY OF GEARHART
CITY OF GOLD HILL
CITY OF GRANTS PASS
CITY OF GRESHAM
CITY OF HILLSBORO
CITY OF HOOD RIVER
CITY OF JOHN DAY
CITY OF KLAMATH FALLS
CITY OF LA GRANDE
CITY OF MALIN
CITY OF MCMINNVILLE
CITY OF HALSEY
CITY OF MEDFORD
CITY OF MILL CITY
CITY OF MILWAUKIE
CITY OF MORO
CITY OF MOSIER
CITY OF NEWBERG
CITY OF OREGON CITY
CITY OF PILOT ROCK
CITY OF POWERS
RAINIER POLICE DEPARTMENT
CITY OF REEDSPORT
CITY OF RIDDLE
CITY OF SCAPPOOSE
CITY OF SEASIDE
RFP — Workforce Management System
# 14-JLR-003
CITY OF SILVERTON
CITY OF STAYTON
City of Troutdale
CITY OF TUALATIN, OREGON
CITY OF WARRENTON
CITY OF WEST LINN/PARKS
CITY OF WOODBURN
CITY OF TIGARD, OREGON
CITY OF AUMSVILLE
CITY OF PORT ORFORD
CITY OF EAGLE POINT
CITY OF WOOD VILLAGE
St. Helens, City of
CITY OF WINSTON
CITY OF COBURG
CITY OF NORTH PLAINS
CITY OF GERVAIS
CITY OF YACHATS
FLORENCE AREA CHAMBER OF COMMERCE
PORTLAND DEVELOPMENT COMMISSION
CITY OF CANNON BEACH OR
CITY OF ST. PAUL
CITY OF ADAIR VILLAGE
CITY OF WILSONVILLE
HOUSING AUTHORITY OF THE CITY OF SALEM
CITY OF HAPPY VALLEY
CITY OF SHADY COVE
CITY OF LAKESIDE
CITY OF MILLERSBURG
CITY OF GATES
KEIZER POLICE DEPARTMENT
CITY OF DUNDEE
CITY OF AURORA
THE CITY OF NEWPORT
CITY OF ALBANY
CITY OF ASHLAND
CITY OF LEBANON
CITY OF PORTLAND
CITY OF SALEM
CITY OF SPRINGFIELD
CITY OF BURNS
CITY OF COTTAGE GROVE
CITY OF DALLAS
CITY OF FALLS CITY
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CITY OF PHOENIX
CITY OF PRAIRIE CITY
CITY OF REDMOND
CITY OF SHERWOOD
City of junction city
City of Florence
City of Dayton
City of Monmouth
City of Philomath
City of Sheridan
Seaside Public Library
City of Yoncalla
La Grande Police Department
Cove City Hall
Woodburn City Of
NW PORTLAND INDIAN HEALTH BOARD
Portland Patrol Services
City Of Bend
City Of Coquille
City Of Molalla
City Of North Bend
Columbia Gorge Community
City of St. Helens
City of North Powder
Toledo Police Department
City of Independence
City of Baker City
CITY OF SWEETHOME
DESCHUTES PUBLIC LIBRARY
City of Ontario
North Lincoln Fire & Rescue #1
CITY OF LINCOLN CITY
City of Milton-Freewater
City of Forest Grove
City Govrnment
City of Mt. Angel
Netarts-Oceanside RFPD
UIUC
Rogue River Fire District
Tillamook County Emergency Communications
District
Southern Coos Hospital
RFP — Workforce Management System
#14-JLR-003
Oregon Cascades West Council of Governments
MULTONAH COUNTY DRAINAGE DISTRICT#1
PORT OF BANDON
OR INT'L PORT OF COOS BAY
MID-COLUMBIA CENTER FOR LIVING
DESCHUTES COUNTY RFPD NO.2
YOUNGS RIVER LEWIS AND CLARK WATER
DISTRICT
HOUSING AUTHORITY AND COMMUNITY
SERVICES AGENCY
CENTRAL OREGON IRRIGATION DISTRICT
MARION COUNTY FIRE DISTRCT #1
COLUMBIA RIVER PUD
SANDY FIRE DISTRICT NO. 72
BAY AREA HOSPITAL DISTRICT
NEAH KAH NIE WATER DISTRICT
PORT OF UMPQUA
EAST MULTNOMAH SOIL AND WATER
CONSERVANCY
Benton Soil & Water Conservation District
DESCHUTES PUBLIC LIBRARY SYSTEM
CLEAN WATER SERVICES
Crooked River Ranch Rural Fire Protection District
PARROTT CREEK CHILD & FAM
South Lane County Fire And Rescue
CENTRAL OREGON COMMUNITY COLLEGE
UMPQUA COMMUNITY COLLEGE
LANE COMMUNITY COLLEGE
MT. HOOD COMMUNITY COLLEGE
LINN-BENTON COMMUNITY COLLEGE
SOUTHWESTERN OREGON COMMUNITY COLLEGE
PORTLAND COMMUNITY COLLEGE
CHEMEKETA COMMUNITY COLLEGE
ROGUE COMMUNITY COLLEGE
COLUMBIA GORGE COMMUNITY COLLEGE
TILLAMOOK BAY COMMUNITY COLLEGE
KLAMATH COMMUNITY COLLEGE DISTRICT
OREGON COMMUNITY COLLEGE ASSOCIATION
Oregon Coast Community College
Oregon Forest Resources Institute
Office of the Ong Term Care Ombudsman
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Oregon State Lottery
OREGON TOURISM COMMISSION
OREGON STATE POLICE
OFFICE OF THE STATE TREASURER
OREGON DEPT. OF EDUCATION
SEIU LOCAL 503, OPEU
OREGON DEPARTMENT OF FORESTRY
OREGON STATE DEPT OF CORRECTIONS
OREGON CHILD DEVELOPMENT COALITION
OFFICE OF MEDICAL ASSISTANCE PROGRAMS
OREGON OFFICE OF ENERGY
OREGON STATE BOARD OF NURSING
BOARD OF MEDICAL EXAMINERS
OREGON LOTTERY
OREGON BOARD OF ARCHITECTS
SANTIAM CANYON COMMUNICATION CENTER
OREGON DEPT OF TRANSPORTATION
OREGON TRAVEL INFORMATION COUNCIL
OREGON DEPARTMENT OF EDUCATION
DEPARTMENT OF ADMINISTRATIVE SERVICES
Oregon Tradeswomen
Oregon Convention Center
OREGON SCHL BRDS ASSOCIAT
OREGON DEPARTMENT OF HUMAN SERVICES
CARE OREGON
Kdry Channel 12
Central Oregon Home Health and Hos
Oregon Health Care Quality Cor
Opta Oregon Permit Technician
HOUSING DEVELOPING CORP
STATE OF OREGON
City of Carlton
City of Pendleton Convention Center
US FISH AND WILDLIFE SERVICE
Bonneville Power Administration
Oregon Army National Guard
USDA Forest Service
YellowhawkTribal Health Center
ANGELLJOB CORPS
ku
frior
RFP — Workforce Management System
# 14-JLR-003
Coquille Indian Housing Authority
HOUSING AUTHORITY OF PORTLAND
NORTH BEND CITY- COOS/URRY HOUSING
AUTHORITY
MARION COUNTY HOUSING AUTHORITY
Housing Authority of Yamhill County
Atel
WALLA WALLA COLLEGE
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ATTACHMENT D
ARRA STANDARD TERMS AND CONDITIONS ADDENDUM
FOR CONTRACTS AND GRANTS
If any purchase made under the Master Agreement is funded in whole or in part by Federal
Emergency Management Agency ("FEMA") grants, Contractor shall comply with all federal laws
and regulations applicable to the receipt of FEMA grants, including, but not limited to the
contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 ("44 CFR
13").
In addition, Contractor agrees to the following specific provisions:
1. Pursuant to 44 CFR 13.36(i)(1), District is entitled to exercise all administrative,
contractual, or other remedies permitted by law to enforce Contractor's compliance with the
terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR
13.43.
2. Pursuant to 44 CFR 13.36(i)(2), District may terminate the Master Agreement for cause
or convenience in accordance with the procedures set forth in the Master Agreement and those
provided by 44 CFR 13.44.
3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the
following federal laws:
a. Executive Order 11246 of September 24, 1965, entitled "Equal Employment
Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented
in Department of Labor ("DOL") regulations (41 CFR Ch. 60);
b. Copeland "Anti -Kickback" Act (18 U.S.C. 874), as supplemented in DOL
regulations (29 CFR Part 3);
c. Davis -Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations
(29 CFR Part 5);
d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40
U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5);
e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean
Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR part 15); and
f. Mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and
regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and
41.
5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding
patents:
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a. All rights to inventions and/or discoveries that arise or are developed, in the
course of or under this Agreement, shall belong to the District and be disposed of in accordance
with District policy. The District, at its own discretion, may file for patents in connection with all
rights to any such inventions and/or discoveries.
6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding
copyrights:
a. If this Agreement results in any copyrightable material or inventions, in
accordance with 44 CFR 13.34, FEMA reserves a royalty -free, nonexclusive, and irrevocable
license to reproduce, publish or otherwise use, for Federal Government purposes:
(1) The copyright in any work developed under a grant or contract; and
(2) Any rights of copyright to which a grantee or a contactor purchases ownership with
grant support.
7. Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents,
papers, and records of the Contractor which are directly pertinent to this Master Agreement. At
any time during normal business hours and as often as District deems necessary, Contractor shall
permit District, FEMA, the Comptroller General of United States, or any of their duly authorized
representatives to inspect and photocopy such records for the purpose of making audit,
examination, excerpts, and transcriptions.
8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three
years after FEMA or District makes final payments and all other pending matters are closed. In
addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42.
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ATTACHMENT E
COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM
Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work
may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the
U.S. Department of Housing and Urban Development. When such funding is provided, Contractor shall comply
with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the
State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal
Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis -Bacon Act.
HUD-4010 Labor Provisions also applies to this contract.
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ATTACHMENT F
HARFORD COUNTY PUBLIC SCHOOLS
Barbara Canavan, Interim Superintendent 102 S. Hickory Ave, Bel Air, Maryland 21014
CERTIFICATION REGARDING U.S. GOVERNMENT
DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION
This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 34 CFR, part 85, Section 85.510,
Participants' responsibilities. The regulations were published as Part VIl of the May 26, 1988, Federal Register (pages 19160-19211).
(1)
The prospective participant certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
(2) Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an
explanation to this proposal.
Name and Title of Authorized Agency/Organization Representative
Signature
Date
Agency/Organization
Above certification instituted by the U. S. Department of Education for all grantees and subgrantees as of fiscal year 1990.
ANTI -BRIBERY AFFIDAVIT
I HEREBY CERTIFY that:
1. I am the and the duly authorized representative of the firm of
whose address is
behalf of myself and the firm for which I am acting.
and that 1 possess the legal authority to make this affidavit on
2. Except as described in paragraph 3 below, neither I, nor to the best of my knowledge, the above firm, nor any of its officers, directors or partners, or
any of its employees directly involved in obtaining contracts with the state or any county, bi-county, or multi -county agency, or subdivision of the
State have been convicted of, or have pleaded nolo contendre to a charge of, or have during the course of an official investigation or other
proceeding admitted in writing or under oath acts or omissions committed after July 1, 1977, which constitute bribery, attempted bribery, or
conspiracy to bribe under the provisions of Article 27 of the Annotated Code of Maryland or under the laws of any state or federal government.
3. (State "none" or, as appropriate, list any conviction, plea, or admission described in paragraph 2 above, with the date; court, official, or
administrative body; and the sentence or disposition, if any.
I acknowledge that this affidavit is to be furnished to the requesting agency, to the Secretary of Budget and Fiscal Planning of Maryland, and where
appropriate, to the Board of Public Works and the Attorney General under §16-202, S.F. of the Annotated Code of Maryland. I acknowledge that, if the
representations set forth in this affidavit are not true and correct, the State may terminate any contract awarded and take any other appropriate action. I further
acknowledge that I am executing this affidavit in compliance with § 16-203, S.F. of the Annotated Code of Maryland which provides that certain persons who
have been convicted of or have admitted to bribery, attempted bribery, or conspiracy to bribe may be disqualified, either by operation of law or after a hearing,
from entering into contracts with the State or any of its agencies or subdivisions.
I do solemnly declare and affirm under the penalties of perjury that the contents of this affidavit are true and correct.
Witness Signature
Date
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RFP — Workforce Management System
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BID FORM/PRICE SHEET
DESCRIPTION OF PRODUCT/SERVICE
nsert additional lines as"appropriate,'to a"dequately' temize;all casts:)'
Software
Hardware
Implementation & Connectivity
Training Costs (if applicable)
Interface to/from payroll system
Other costs: (itemized)
Total Initial Cost
Annual license fee (if applicable)
Annual Support/Mainenance Year 1
Annual Support/Mainenance Year 2
Annual Support/Mainenance Year 3
Annual Support/Mainenance Year 4
Annual Support/Mainenance Year 5
Total Cost of Ownership
Discounts for volume (i.e. price breaks for number of employees, etc.)
Any additional pricing incentives, discounts or rebates such as for large volume
purchases, bundled services, etc.)
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BID FORM/PRICE SHEET (CONT'))
DESCRIPTION OF PRODUCT/SERVICE
nai lines a
rze,
Any additional pricing discounts for the purchase of services for groups of
Participating Public Agencies in a local geographic area that desire to combine
requirements, i.e. local city, county, school district, housing authority, transit
authority, etc.
Detail pricing for any related products, services and solutions:
The Remainder of this page is intentionally left blank.
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BID FORM/PRICE SHEET (CONT'))
Using the pricing submitted in Section A, provide itemized costs for all items necessary to perform
work in the Sample Pricing Scenario described in Section III, Paragraph E of the Cost Proposal Criteria.
DESCRIPTION OF PRODUCT/SERVICE COST
sert additional lines as appropriate
Software
Hardware
Implementation
Training (daily rate)
Other Costs:
Total
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The Remainder of this page is intentionally left blank.
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CONTRACT #14-JLR-003
THIS AGREEMENT, made this 18th day of March , 2014by and between Harford County Public Schools,
hereafter called "Owner" and Kronos Incorporated, a corporation at 297 Billerica Road, in the City of Chelmsford
and State of Massachusetts, hereinafter called "Contractor".
WITNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned, to
be made and performed by the OWNER, the CONTRACTOR, hereby agrees with the OWNER to commence and
complete the services described as follows:
RFP 14-JLR-003: Workforce Management System
Furnish, supply and deliver Workforce Management software in accordance and compliance with all
specifications, terms and conditions set forth in RFP #14-JLR-003, and subsequent terms and conditions attached
herein,
Hereinafter called the contract, for the period March 18, 2014 through March 17, 2017, and all extra work in
connection therewith, under the terms as stated in the General and Special Conditions of the RFP Document; and
the related terms and conditions attachment, at his (its or their) own proper cost and expense to fumish all the
materials, supplies, and other accessories and services necessary to complete the said project in accordance
with the conditions and prices stated in the Final Proposal, all of which are made a part hereof and collectively
evidence and constitute the Contract.
This is an indefinite quantity contract with no specific assigned dollar value.
IN WITNESS WHEREOF, the parties to these presents have executed this in the year and day first above
mentioned.
Harford County Public Schools
-N
Jeffrey i Pc'rta, CPPB, Supervisor of Purchasing
rt
Date
Kronos Incorporated
Company Name
John O'Brien
Company Representative Printed Name
_Sr. Vice - t, Americas
Compa ' epre ative Title
Company R u • esenta iv
2/21 /14
Date
KRONOS TERMS AND CONDITIONS FOR PARTICIPATING PUBLIC AGENCIES ADMINISTERED BY US COMMUNITIES (103113V1)
KRONOS TERMS
A PARTICIPATING PUBLIC AGENCY ("CUSTOMER"), BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH KRONOS
INCORPORATED, AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR AU. PRODUCTS, SERVICES AND
OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.
SECTION A: GENERAL. TERMS AND CONDITIONS. This Section apply for all transactions.
SECTION B: TERMS AND CONDRIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES, AND
EDUCATIONAL AND PROFESSIONAL SERVICES. This Section apply for all transactions except Workforce Ready
and the Workforce Central SaaS offering ( not including the professional and educational services governed by this
Sacdon).
SECTION C: CLOUD HOSTING SUPPLEMENTAL TERMS AND CONDITIONS . This Section applies only for transactions that
Involve Kronos hosting for Software licensed under Section B and Identified as CLOUD 2.
SECTION C-1: APPLICATION HOSTING TERMS AND CONDITIONS . This Section applies only for transactions that Involve Krortos
hosting for Software licensed under Section B and Identified as CLOUD.
SECTION D: KRONOS WORKFORCE CENTRAL SAAS TERMS AND CONDITIONS. This Section applies only for Workforce Central
transactions In a SaaS environment (except for the related professional and educational services see Section 8)
SECTION E: KRONOS WORKFORCE READY SAAS TERMS AND CONDITIONS. This Section applies only for Workforce Ready
transactions.
1
SECTION A: GENERAL. TERMS AND CONDITIONS
1. APPLICATION OF THESE TERMS
These terms and conditions apply to each order accepted by Kronos Incorporated ('Kenos') from an eligible Participating Public Agency
('Customer) for all Kronos Equipment. Software, Professional and Educational Services, Support and such other Kronos offerings, as specified
on an order form (an 'order');
In addition to the terms set forth in this Section A: General Terms and Condition, the following sections apply for the specific offering referenced:
(i) Section B shad apply to the Software licenses and purchased Equipment, support services. and professional and educational services,
(N) Section C shall apply to the Hosting Services purchased in corxtecflon with certain Software licensed under Section B,
(ill) Section D shad apply to the Workforce Central Seas Orders; and
(iv) Section E shall apply to the Workforce Ready Saes Oder.
AM orders are subject to the approval of Kronos' corporate alike in Chelmsford, Massachusetts. This Agreement and the Order Form shall
supersede the pre-printed terms of any Customer purchase ceder or other Customer ordering document, and no such Customer pre-printed terns
shall apply to the Items erected.
2. APPUCAl3LE LAWS
This Agreement shall be governed by the state taw in which Customer is based, provided however, If such jurisdiction has adopted the Uniform
Computer Information Transactions Act (UCITA), or such other similar law, the parties expressly agree to 'opt -out" of and not be governed
META or such other similar taw. The parties watve 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
3. 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 taws.
Customer agrees to comply with al applicable laws of all of the countries In which the Equipment and Software may be used by Customer.
Customer's ob1gations hereunder shall survive the lamination or expiraton of the Order Form. Customer must obtain Krona prior written
consent before exporting the Software.
4. CONFIDENTiAL INFORMATION
'Confidential brhxrriat/on' is defined as fnfonnatan that is: I) c#scbsed between the parties after the date of this Agreement that le considered
nrsfideritiai or proprietary to the disclosing party: and 11) identified as 'con<fdentlar 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, Customer aclrrtowiedges and agree that the Software (and Software documentation), and the Speddcatbns shall
be deemed to be Kronos' Confidential lefwrnatlon and trade secret. Each party shalt protect the Confidential Information of the other party with at
least the sane degree of care and confidentlaltty, 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 shalt 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 ft for any purpose not
explicitly set forth herein, without the prior written consent of the other party. Notwithstanding the foregoing, a party may disclose Confidential
Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a
need to know In connection with the Agreement and who are under obligations of non'disdosure agreement at least as stringent as this section 4,
or (c) by law, or by a court or governmental agency, or If necessary In any procee:Mg to establish rights or obligations under the Agreement
provided, the receiving party shall, unless legally prohtleted, provide the dlsdosing party with reasonable prior written notice sufficient to permit the
disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party
shah have the right to seek injunctive relief from a court of competent jurisdiction. The obligation of canfidendafity shall survive for three (3) years
after the disclosure of such Confidential Information.
Tills Agreement imposes no obligation upon either party with respect to the other party's Confidential information which the receiving party can
estatesh by legally sufficient evidence: (a) was rtghtfuly possessed by the receiving party without an oatigadon to maintain its confidentiality prior to
receipt from the disclosing party, (b) Is generally known to the public without violation of des Agreement (c) Is obtained by t e receiving party in good
faith from a third party having the right to disclose It without an obligation with respect to confidentiality; (d) is tndependendy developed by the
receiving party without use of the disclosing party's confldenfat information, which can be shown by tangible evidence.
S. TAXES
If Customer presents to Kronos a validly issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall not be Liable
for those taxes for which Customer Is exempt Otherwise, Customer agrees to pay all other applicable duties and weans fees relating to this
Agreement , as well as all taxes levied or based on the products, services or other charges hereunder, Including federal, state and local sales and
excise taxes, and any taxes or mount In Neu thereof paid or payable by Kronos, exclusive of taxes based on Krems net Income or business
Privilege -
IL TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all pre -approved, reasonable and necessary travel incurred by Kronos In the performance of Its
obligations under this Agreement, provided that such travel complies with the then arrent Kronos Travel and Expense Poddes (such policies are
available upon request). Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, incurred by
Kronos In the performance of its obligations under this Agreement provided such expenses comply with the Kenos Travel and Expense Policies.
Customer will be billed by Kronos for such travel expenses and payment thereof shall be due net 30.
7. GENERAL
(a) 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 find force and effect
(b) Customer shall not assign tints Agreement or the Iic.ense to the Software without the prior written consent of Kronor and any purported
assignment, without such consent, shalt be void.
(c) Neither Party shall be responsible for any failure to perform or delay In performing any of Its obligations under this Agreement (other than a
failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party's
2
reasonable control, including but not limited to, acts of war. acts of nature; earthquake; flood; embargo; riot sabotage; tabor shortage or dispute;
changes In government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or
services c ontrailed by any third party, Including the providers of communications or netwnric services; utility power failure; material shortages or
unavailability or other delay in delivery not resulting from the responsible patty's failure to timely place ceders therefor, or lack of or delay In
transportation (each a 'Force Majeure Event').
(d) Al notices given under this Agreement shall be In vetting and sent postage pre -paid, If to Kronos, to the Kronos address on the Order Form, or
If to Customer, to the b0ling address an the Order Form.
(e) The section headings herein are provided for convenience only and have no substantive effect an the canstntction of this Agreement
(f) The parties agree that the Order signed by both parties and expressly reference this Agreement, whidr is delivered via fax or elecfronicaily
delivered via email It shall constitute a valid and enforceable agreement
(g) This Agreement and any information expressly incorporated herein (including information contained In any referenced URL), together with the
applicable Order Faro, constriute 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 toss
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 Agree neat
(h) Use, duplication, or disdosue by the United States Government Is subject to restrictions as set forth in subparagraph (c) (1) (fi) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(1X2) of the Commercial Computer Software
Restricted Rights clause at FAR 52227-19, as applicable. Manufacturer/distributer is Kronos Irnanpudted, 297 Billerica Road, Chelmsford, MA.
(i) The JBosslt Enterprise Middteware components embedded In the Software are subject to the End User License Agreement found at
htte://www.redhatcornitieensestiboss eula,htm(.
(j) Customer may pay an invoice by credit card It the amount is not greater than $50,000.00.
3
SECTION B
TERMS AND CONDfT1ONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES,
AND EDUCATIONAL AND PROFESSIONAL SERVICES
This Section B applies to Software licensed, Equipment purchased, support services for Software and Equipment, and educational and
professional services, when such Items are Identified on the Order witch expressly references this Agreement.
1. PAYMENT AND DELIVERY
Unless otherwise set forth in this Agreement. payment terns are Indicated on the Order Form or other contemporaneous ordering docxnent
containing product -specific payment terms signed by the parties. Delivery terns are as stated on the Order Form ("Oefiveryr'). Kronos wilt 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.
2. GENERAL LICENSE TERMS
Kronos owns or has the right to license the Software. The Software end Software documentation are confidential and may not be disclosed to a
third party without Ww 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
Ucense fee that entitles Customer to use the Software as set forth below. Kronos grants to Customer a non-exdusive, 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 uncued for a period of thirty (30) days after such written notice from Kronos. Upon
such termination of this license by Worm, Customer will have no further right to use the Software and will ream the Software media to Won s and
destroy all copies of the Software (and related documentation) in Customer's poggP4slon or control. This license Is subject to all of the terns of this
Section B.
3. FEE BASED LIMITATIONS
Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer.
Limitations, which are set forth on the Order Form, may include the number of employees, simultaneous or active users, Software product
modules, Software features, computer model and serial number and partition, and/or the number of telephone lines or terminals to which the
Software is permitted to be cannected. Customer agrees to: I) use the Software only for the number of employees, slmuttaneous or active users,
computer model, partition and serial number, and/or terminals permitted by the applicable license fee; i) use only the product modules and/or
features permitted by the appliable license fees; and lit) use the Software only In support of Customers own business. Customer agrees not to
Increase the number of employees, simultaneous or active users, parltlon s, terminals, products modules, features, or to upgrade the model, as
applicable, unless and until Customer pays the applicable fee for such Inaease/upgrade. Customer may not reGcense or sublicense the Software
to, or otherwise pennft 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'Ptuyams') In object code form only, and shall not reverse compile,
disassemble or otherwise convert the Programs into tntcornplied or unassembled code. The Programs Include components owned by third
parties. Such third party components are deemed to be Software subject to this Section B. Customer shah not use any of the Programs (or the
data modais therein) except solely as part of and in connection with the Software and as described In the published documentation for such
Software.
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 Teletme 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 fomn and whether an storage media or otherwise, are subject to ail 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.
B. UPDATES
In the event that Kronos supplies Service Packs, Point Releases and Major Releases (Including legislative updates t available) of the Software
(cotectvely referred toes 'Updates'), such Updates shah be part of the Software and the provisions of this license shal apply to such Updates
and to the Software as modified thereby.
7. ACCEPTANCE
For Customers Initial purchase of each Equiprnent and Software product Kronor shall provide an acceptance test period (the 'Test Period') that
commences upon installation. Installation stall be defined as: a.) the Equipment, if any, Is mounted; b.) the Software is installed on Customer's
server(s); and c.) implementation leant 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, !Crones shalt 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 stall return al Equipment
and Software (and related documentation) to Kronos, and Kronos shall refund any monies paid by Customer to Kronos for the retumed 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.
8. LIMITED WARRANTY
Kronos warrants that al Kronos Equipment and Software media shall be free from defects In materials and workmanship, for a period of ninety
(DO) days from Delivery. In the event of a breach of this warranty, Customer's remedy shal 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 shaft not apply to any Equipment (or parts thereof) or Software media in the event
of:
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(a) damage, defects a 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 Kronor.
When using and applying the information generated by Kronos products, Customer Is responsible for ensuring that Customer compiles with
requirements of federal and state law where applicable. If Customer is licensing Workfare Payroll Software or Workforce Absence Management
Software: (I) Customer Is solely responsible for the content and acauacy of ant reports and documents prepared In whole or in part by using suds
Software, (11) using such Software does not release Customer of any professional obligation convening the preparation and review of such reports
and documents. (111) Customer does not rely upon Kronor, Best Software, Inc. or such Software for any advice or guidance regarding compliance
with federal (and state laws wfiere applicable) 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 catatations are coned.
9. PROFFESSiONAL AND EDUCATIONAL SERVICES
(a) ENGAGEMENTS
Unless otherwise Indicated an the Oilier, Professional and Educational Services (Professional Services") shall be provided on a time and material
basis and described In a statement of work. If a dollar limit Is stated in the Order Form or any associated statement of work ('SOW"), the limit
shall be deemed an estimate for Customer's budgeting and Mines' resource scheduling purposes. After the dollar limit Is expended, Kronos v l
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.
(b) WARRANTY
Kronor warrants that al professional and educational services performed under this Agreement shall be performed in a professional and
competent manner. In the event that Kronos breaches the warranty, and Customer so notifies Kronos within 30 days of receipt of Invoice for the
applicable services, the Customer's remedy and Kronos' liability shalt be to re-perforn the services which were deficient In a manner so as to
conform to the foregoing warranty, at no additional cost 10 Customer.
(c) KRONOS PROFESSiONAL/EDUCATIONAL SERVICES POLICIES
Kronos' then -current Professhonal/Educatfonal Services Policies shall apply to ail Professional and/or Educational Services purchased under the
applicable SOW and may be accessed at hill://www kronor.can/Su000rt/ProfessianalSeMcesEngaaementPolicaer. rbet ('Professional Services
Policies'). In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shall prevail,
10. SOFTWARE SUPPORT SERVICES
The following terns and conditions shall govern the Software support services provided by Kronos to Customer.
10.1 SUPPORT OPTIONS
Customer may select from the following Software support purchase options: Gold (or Gotd Pius) and Platinum (or Platinum Plus) support ("Service
Type), each providing different service coverage periods and/or service offerings. as specified herein ("Service Offerings") end In the Kronos
Support Service Po1cies (defined below). Customer must purchase the same Service Type for aN of the Software specified on the Order Form,
(however, U Customer is purchasing support services for Vlslormere Softens, Customer may only purchase Gold Service Type for the
Visionware Software). All Updates shall be provided via remote access.
10.2 TERM OF SOFTWARE SUPPORT
Unless otherwise Irxiicated 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 may be renewed for additional one (1) year terms on the anniversary date of Its commencement date by mutual
written agreement of the parties or by Kronos sending Customer an invoice for the applicable renewal tent and Customer paying such Invoice
prior the commencement of such renewal term. 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 years annual support fee.
10.3 GOLD SERVICE OFFERINGS
Customer shall be entitled to receiue:
(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 canffguratlon requirements, as reasonably determined by Kronos. If Customer requests Kronos to
Instal such Updates or to provide retraining, Customer agrees to pay Kronos for such Installation or retraining at Kronor' pricing set forth in this
Agreement.
(II) Telephone and/or electronic access to the Kronor 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 am. to 8:00 p.m., local time, Monday through Friday, exctuding Kronos
holidays.
(ill) Web -based support Inducing access to Software documentation, FAO's, access to Kronos knowledge base, Customer forums, and erase
management. Such offerings are subject to modification by Kronos. Current offerings can be found at htheewww.kronoe.com/services/sunport-
emvIces acne .
(Iv) Web -based remote diagnostic tedhnicai 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 avatabie by Kronos such as technical advisories, learning quick kips, brown bag seminars,
technical Inkier tips, SHRM relearning, HR Payroll Answerforce and service case studies.
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10.4 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.
Pius 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 Gotd-Pius 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 PtaUnum•Pius 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 Kronor product training for the Software covered under this Section B 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 lids onsite visit, Kronos shall work with Customer to Identity 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.
10.5 PAYMENT
Customer shall pay annual support charges for the Initial tens in accordance with the payment terns on the Order Form and for any
upon r e e t of invoice. Customer shall pay additional support charges, if any, and time and material invoice
rodclcewal term
charges upon receipt of a
10.6 ADOfi'tON OF SOFTWARE
Additional Software purchased by Customer as per the ordering procedure set out In the agreement during the initial or any renewal tern shalt be
added to the Support SeMces at the same support option as the then current Software support coverage In place under these temps. Customer
agrees to pay the charges for such addition as per the Order.
10.7 RESPONSIBIUTiES 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; (11) to maintain and operate the Software in an environment and according to procedures wfhich
conform to the Specifications; and (lit) 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 decay Kronos' response and/or resolution to Customer's reported Software
problem. If Customer requires the use of a specific remote access technology not specified by Kronos, then Customer must purchase the Pius
option to receive support and provide Kronos personnel with full, free and safe access to the remote access hardware and/or software.
10.8 DEFAULT
Customer shall have the right to terminate Kronos support services In the event that Krems 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 prepaid annual support fees associated with the unused portion of the
support term. Kronos reserves the right to terminate or suspend support service in the event the Customer is in default under ihts Agreement with
Kronos and such default Is not corrected within fifteen (15) days after written notice. In addition, the support services wilt terminate and aft charges due
hereunder WI become tmmedlatety due and payable In the event that Customer ceases to do business as a going concern or has Its assets
assigned by taw.
10.9 WARRANTY
Kronos warrants that all support services shalt be performed in a professional and competent manner.
11. EQUIPMENT SUPPORT SERVICES
The following tenors and conditions shall govern the equipment support servlces provided by Kronor to Customer.
Kronos and Customer hereby agree that Kronos shall provide depot equipment repair support services ('Depot Support Services") for Customer's
Kronos Equipment ('Product(s)`) specified on an Order Form to and from locations within the United States and Puerto Rico pursuant to the
following terns and conditions:
11.1 TERM
Equipment Support SeMces for the Products) have a term of one (1) year commencing upon the expiration of the applicable warranty period, as
specified In lids Section B . Equipment Support Services can be extended for additional one year terns on the anniversary of its commencement
date ("Renewal Date") by mutual written agreement of the parties or by Kronos sending Customer an Invoice for the applicable renewal term and
Customer paying such invoice prior the commencement of such renewal term. For the Initial two (2) renewal years the annual support fee, for the
same products and service type, wel not Increase by more than 4% over the prior year's annual support fee to the extent consistent with the
pricing set forth under the Agreement.
11.2 PAYMENT
Customer agrees to pay the Support Charges for the initial term as set forth on the Order Form for each Product listed. Customer agrees that all
Products of the same type that are owned by the Customer, Including without Imitation Customer's "Spare Products" (as defined below), wilt be
subject to this Agreement Customer agrees that if Customer purchases, during the temn of this Agreement, any Products of the same type as
those specified on an Order Form, such additional Products shalt be subject to this Agreement Customer agrees to pay a prorated tee for such
additional Products and agrees to pay the ful annual fee for such additional Products, upon the renewal dale.
Kronos will Invoice Customer for the annual Support Charges each year In advance of the Renewal Date. Customer will pay Kronos within thirty
(30) days of receipt of invoice.
11.3 DEPOT SUPPORT SERVICE DESCRIPTION
Upon the failure of Installed Equipment, Customer shall notify Kronos of such failure and Kronor will provide remote fault isolation at the FRU
(Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related
shall be dispatched to a Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the
fatted Equipment If Customer is to return the fatted Equipment to Kronos, as reasonably determined by Kronos. Customer must return the failed
Equipment with the supplied RMA number. Hours of operation, locations and other information related to Kronos' Depot Repair Centers are
available upon request and can be found athttps://customeekronos.com/contatt/conlacteahoneaspx and are subject to change. Return and repair
8
procedures for faded Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the
applicable Order Form and as specified herein and in Kronen' then -current Support Services Polices. Service packs for the Equipment (as
desclbed In subsection (b) below) are included in both Depot Exchange and Depot Repair Support Services.
(1) Depot Exchange: Kronos will provide a replacement for the faded Equipment at the FRU or subassembly level on an "advanced exchange`
basis, utlHzing a carrier of Kronos' choice. Replacement Equipment will be shipped the same day, for delivery to Customer's location as further
described In the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Customer shall specify the address to
which the Equipment Is to be stepped. AI ship'eents wei include the Kronos provided RMA designating the appiicabte Kronos Depot Repair
Center, as the recipient Customer, upon receipt of the replacement Equipment from Kronos, shall package the defective Equipment in the
materials provided by Kronos, with the RMA suppled and promptly return failed Equipment directly to Kronor.
al) Depot Repair Upon failure of Installed Equipment Customer shall install a Spare Product to replace the faded Equipment Customer shall then
return the faded Equipment, with the required RMA, to the applicable Kronos Depot Repair Center. Customer shall make reasonable efforts to
return the faded Equipment using the same or substantialy similar packing materials in which the original Equipment was sent. Customer shad
also specify the address to which the repaired Equipment should be return shipped. Upon receipt of the failed Equipment, Kronos shall repair the
failed Equipment and ship it, within ten (10) business days after receipt, to Customer. Kronos shall ship the repaired Equipment by regular surface
transportation to Customer.
Kronos warrants that all repairs performed under the Agreement shall be performed in a professional and competent manner. In the event of a
breach of this warranty, the exclusive remedy of Customer and sole liability of Kronos shall be replacement of the repaired Equipment
11.4 EQUIPMENT SERVICE PACK SUPPORT SERVICE DESCRIPTION
If Customer purchase the Equipment service packs support, Kronos manufactured terminals specified on an Order, Customer shall be entitled to
receive:
(I) Service packs for the Equipment (which may contain system software updates, firmware updates, security updates. and feature
enhancements) available for download at Kronos' customer otaland
(d) Access to the Kronos Support Services Center for the logging of requests for assistance downloading service packs for the Equipment
Service packs for the Equipment are not Installed by the Kronos Depot Repair Center but are available for download at Kronos' customer portal,
provided Customer Is maintaining the Equipment under an annual Equipment Support Services plan with Kronos.
Kronos warrants that ad service packs and firmware updates provided under this Agreement shall materially perform In accordance with the
Kronos published spedficatlons for a period of ninety (90) days after download by Customer. In the event of a breach of this warranty. Customer's
exclusive remedy shall be Kronos' repair or replacement of the deficient service pack(s) or firmware update(s), at Kronos° option, provided that
Customer's use, Installation and maintenance thereof have conformed to the specifications.
11.3 RESPONSIBILITIES OF CUSTOMER
Customer agrees that It shad return failed Products promptly as the failures occur and that It shall not hold failed Products and send faded Product
to Kronos in "batches' which shall result In a longer turnaround time and surcharge to Customer. In addition, Customer agrees to:
(a) Maintain the Products in an environment conforming to Kronos' published specifications for such Products;
(b) De -install all failed Products art install all replacement Products In accordance with Kronos' published installation guideines;
(c) Ensure that the Product(s) are returned to Kronos properly packaged; and
(d) Obtain an RMA before returning any Product to Kronos and place the RMA dearly and conspicuously on the outside of the shipping package.
Customer may only return the specific Product authorized by Kronos Men issuing the RMA.
11.8 SUPPORT EXCLUSIONS
Depot Support Service does not Include the replacement a'consumables". In addition. Depot Support Service does not include the repair of
damages, and Customer will not attempt to retum damaged Product, resulting from:
(a) Any cause external to the Products inducing, but not limited to, electrical hark, fire, flood, water, wind, lightning, transportation, or any act of
God;
(b) Customer's failure to continually provide a suitable installation environment (as indicated In Kronos' published Installation gufdednes) including,
but not limited to, adequate electrical power,
(c) Customer's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other failure to use Products in
accordance with Kronos' published specifications;
(d) Customer's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved
by Kronos;
(e) Government Imposed sanctions. rules, regulations or laws preventing the shipment of the Products; or
(f) Customer's repair, attempted repair or modification of the Products.
Professional services provided by Kronos in connection with the installation of any Software or firmware upgrades, If available, and if requested by
Customer, are not covered by Depot Support Services. Firmware (including equipment service packs) which may be available to resolve a
Product issue Is not installed by the Kronos Depot Repair Center but Is available for download at Kronos' customer web site provided Customer is
maintaining the Product under an annual Depot Support Services plan with Kronos.
11.7 WARRANTY
(a) Depot Repair and Exchange warranty: Kronos warrants that all repairs performed under this Section B shall be performed in a professional
and competent manner.
(b) Services Pack support Warranty: Kronos warrants that all service packs and firmware updates provided under this Section B shall materiaiy
perform In accordance with the Minos published spedficatIons for a period of ninety (90) days after download by Customer. In the event of a
breach of ebb warranty, Customer's remedy shaft be Kronos' repair or replacement of the deficient service pack(s) or firmware update(s), at Kronos'
option, provided that Customer's use, ihstaltalion and maintenance thereof have conformed to the specifications.
11.8 LIMITATION OF REMEDIES
To the extent permitted by law, the remedy of Customer and dablity of Kronos shalt be replacement of the repaired Product.
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12. KRONOS SUPPORT SERVICE POUCIES
Kronor' then -current Support Services Prides shall apply to all Support Services purchased and may be accessed at:
httmewww.krotios.com/Supoort/Su000rtServieeSPelicieelern ("Support Policies'). In the event of a confect between the Support Policies and this
Agreement. the terms of this Agreement shall prevail.
13. FIRMWARE
Customer may not download fimnware updates for the Kronor Equipment unless Customer is maintaining such Equipment under a support plan
with Kronor. if Customer is not maintaining the Equipment under a support plan with Kronor, Kronor shalt have the right to verify Customefs
Kronos Equipment to determine ff Customer has downloaded any firmware to which Customer is not entitled
14. TRAINING POINTS
Training Points rrtrtch we purchased by Customer may be redeemed for an equivalent value of kmstructnr-led trainl ng sessions offered by Kronos.
Available Instructor -led sessions are listed at)mttp://customer.Kronos,com and each sessions has the Training Points value Indicated. Training
Points are invoiced when used by the Customer. Points may be redeemed at any time cotthin 12 months of the date of the applicable Order Form,
at which time they shall expire. Tralrning Points may not be exchanged for other Kronos products and/or services.
15. KNOWLEDGEPAS3 EDUCATION SUBSCRIPTION:
The parties hereby agree that the following terms shah apply to Customer's purchase of the Kronos KnowledgePass Education Subscription only,
if specified on the Order Form:
Scope: The KnowledgePass Education Subscription Is available to customers wino are licensing Kronos' Workforce Central and iSeries
Timekeeper Software products and who are maintaining such products under a support plan with Kronor. The KnowledgePass Education
Subscrtptlon 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
Term of Subscription: The arxxrat K noiMedgePass Education Si4 scription shall run co-lermknoussly with Cust xnees Software Support, and shall
renew for additional one (1) year terns provided Customer renews its KnowledgePass Education Subscription as provided below.
Payment Customer shall pay the annual subscription charge for the Initial term of the KnowledgePass Education Subscription In accordance with
the payment terms an the Order Form. Kronos we 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 tern. KnowledgePass Education Subscription shall renew for an additional one (1) year
tern it Customer pays such invoice before the end of the inidai term or any renewal term.
The KnowledgePass Subscription Is available when the Customer subscribe on annual basis.
Umitations: Customer recogrizes and agrees that the KnowtedgePass Content is copyrighted by Kronos. Customer is permitted to make copies of
the KnowledgePass Content provided In 'pdf foram solely for Customer's internal use and may not disclose such KnowtedgePass Content to any
third party other than Customer's employees. Customer may not edit, modify, revise, amend. change, after, 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.
Train -the -Trainer Pareenn (TTr): Certification under the Traln-tine-Trainer Program is valid only for the point release of the Software for witch the
TTT Program Is taken, and covers only the Customer employee wino completes the TTT Program.
16. INDEMNIFICATION
Kronos agrees to indemnify Customer and to hold It iwmiless 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 fn connection with the foregoing and provides Krorms with ail information In Customer's possession rotated to such Balm and any further
assistance as reasonably requested by Kronos. Kronos will have no obligation to Indemnify Customer to the extent arty 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 Balm, Kronor; may at its option: I) procure for Customer the
right to continue to use the affected Software as oontempiated hereunder, 11) replace or modify the affected Software to make Its use non -
infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon
thirty (30) days prior written notice to Customer. in such event of termination, Customer shall be entitled to a pro -rate refund of all fees paid to
Kronor for the affected Software, which refund shall be calutated using a five year straighbfine depredation commencing with the data of the
relevant Order. Additionally, Kronos agrees to be liable for tangib►e property damage or personal Injury caused solely by the negligence or willful
misconduct of Its employees.
17. LIMITATION OF LIABILITY
CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE
EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPUED,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED,
EXCEPT FOR i) KRONOS' INDEMNIFICATION OBUGATIONS SET FORTH IN ARTICLE 18 ABOVE; (Ii) CUSTOMER'S CLAIMS FOR
TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE OTHER PARTY'S EMPLOYEES, IN NO EVENT SHALL KRONOS' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR THIRD
PARTY LICENSORS UABIUTY TO A CUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO
8
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,
SECTION C
CLOUD APPLICATION HOSTING
SUPPLEMENTAL TERMS AND CONDITIONS
There terms and conditions apply to the cloud services which are Identified in the Pricing as the Cloud 2 in the
Pricelist Name.
These Appikation Hosting Supplemental Terms and Conditions are applicable for hosting services ordered by Customer for K,w,us Software
licensed tinder Section B of this Agreement
1. DEFINiTiONS
"Application(sr means those Kronos software applications set forth In the Cloud Hosting SSS which are made accessible for Customer to use
under the terns of this Addendum.
"Apptfcatfon Hosting Program" or "Program" means (i) accessibility to the Applications, by means of access to the password protected
customer area of the Kronor costing environment, and (if) all Hosting Related Services.
"Content" means all content Customer, or others acting on behalf of or through Customer, posts or othervAse Inputs into the Program, Including
but not limited to Information, data (such as payroll data, vacation time, and hours worked), designs, know-how, Logos, text, multimedia images
(e.g. graphics, audio and video files), completions, software programs, third party software, apprrcations, or other materials, or any other
Customer content shared or processed on equipment under the control of Kronos.
"Hosting Related Services" means certain services set forth in a Services Scope Statement (SSS) containing hosted related services (the
"Cloud Hosting SSS"), such as hosting infrastructure, equipment, bandwidth, server monitoring, backup services, reporting services, storage
area network (SAN) services, toad balancing services, security services, system administration, connectivity services, performance tuning, service
pack installation and al professional and/or Cloud Services and maintenance services related to hosting.
"Initial Term" means the inillat term of the Program as set forth in the applicable Cloud Hosting SSS.
"Internal Use" means the use of the Program: (i) by Customer's personnel solely for Customer's internal business purposes and (ti) by any
authorized employee, agent or contractor of Customer to process information relating to Customers employees assigned to, or potential
employees of, Customers authorized business unfits), solely for the internal business purposes of such business unit(s).
"Monthly Service Fee(s)" means the monthly fees described In the Cloud Hosting SSS and set forth on the applcabie Order Fam..
'Order Form' means the order request form supplied by Kronos and signed by the Parties that lists the fees for the elements of Customers
particular Program.
"Personally Identifiable Data" means information concerning individually Identifiable employees of Customer that is protected against disclosure
under applicable law or regulation.
"Production F.nvironmenl" means a permanent environment established for the daily use and maintenance of the Applications In a live
environment throughout the term of a Program.
"Service Description" means the detailed service description (Including any supplementary service farms) specified In the Cloud Hosting SSS
which sets forth the specific Program to be provided to the Customer.
`SLA(s)` means a service level agreement offered by Kronos for the Production Environment and attached to this Section C as Exhibit A which
contains key service level standards and commltrnents that apply to the Program as detailed In the Service Description.
"SLA Credit" means the credit calculated In accordance with the SLA and offered by Kronos in the event of outages, interruptions or deficiencies
in the delivery of the Program that result in a failure to meet the terns of the applicable SLA.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are
incorporated Into or otherwise related to the Program.
"Temporary Environment" means a transient database environment created to serve limited purposes for a limited time period, and identified In
the appflcable Cloud Hosting SSS as a Temporary Environment
2. CLOUD HOSTING SERVICES SCOPE STATEMENT
The description of the particular Program ordered by the Customer, the Program tern, the Monthly Service Fee rates, and other fees, it any,
applicable to the Program are described in the applicable Cloud Hosting SSS and Order Form. Kronos wig not change the Monthly Service Fee
rates it charges for Customer's existing Program, or the SLA, during the initial Tenn. Kronos may change such Monthly Service Fee rates or the
associated SLA for a renewal term of the particular Program by notifying Customer at least sixty (60) days prior to the expiration of the then
current term. SLAB are only available in a Production Environment Unless the Cloud Hosting SSS Indicates that the Program Is to be
Implemented In a Temporary Environment, the Program wilt be deemed to be Implemented In a Production Environment
3. AUTHORIZED USE
Customer shall take all reasonable steps to ensure that no unauthorized persons have acmes to the Program, and to ensure that no persons
authorized to have such access shall take any action that would be In violation of this Section C.
10
4. MAINTENANCE ACCESS
If Kronos, its Suppliers, or the local access provider, as applicable, requires access to Customer sites in order to maintain or repair the Program,
Customer shall cooperate Ina timely manner and reasonably provide such access and assistance as necessary. As part of Kronos' support
services, Kronos Mvnl make updates to the Applications available to Customer at no charge as they are released generally to Kronos' customers.
Customer agrees to receive those updates automatically as part of the Program. Customer may be required to purchase additional Hosting
Related Services to address Infrastructure requirements as released by Kronos for a new version of a particular Application.
5. CUSTOMER REPRESENTATIONS AND WARRANTIES; CUSTOMER OBUGATIONS
5.1 Customer represents and warrants to Kronos that It has the right to publish and disclose Customers Content in the Program.
5.2 Customer represents and warrants to Kronos that Customers Content will not: (a) Infringe or vtolele any third -party right, including (but not
Iknlled to) Intellectual property. privacy, or publicity rights; (b) be abusive, profane, or offensive to a reasonable person; or (c) be hateful or
threatening.
5.3 Customer will, at its own cost and expense, provide all end user equipment, operating systems, and software (including a web browser) not
provided by Kronos and needed to access and use the Program. Customer will also provide, at its own cost and expense. all oonnections from its
computer systems to the Program, which shal include all related costs associated with Customer accessing the Program, unless such
connectivity services are purchased from Kronos as Indicated on the Cloud Hosting SSS and Order Form.
5.4 Customer shall not, and shall not permit any person or entity under Customer's direct or Indirect control to: (a) recirculate, republish,
distribute or otherwise provide access to the Program to any third party; (b) use the Program on a service bureau, time sharing or any slmaar
basis, or for the benefit of any other person or entity; (c) after, enhance or make derivative works of the Program; (d) reverse engineer, reverse
assemble or decompile, or otherwise attempt to derive source cede from, the Program or any software components of the Program; (e) use, or
allow the use of, the Program In contravention of any applicable law, or rules or regulations of regulatory or a&ninbsfrative organizations; (f)
introduce Into the Prograrn any v►rus or other code or routine Intended to disrupt or damage the Program, atter, damage, delete, retrieve or record
bnformatlon about the Program or its users; or, (g) otherwise act In a fraudulent malicious or negligent manner when using the Program.
6. CONNECTIVITY AND ACCESS
6.1 Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services
(including any and al related hardware, software, third party services and related equipment and components); and (b) provide Kronos and
Kronos' representatives with such physical or remote access to Customer's computer and network environment as Kronor deems reasonably
necessary In order for Kronos to perform Its obligations under the Agreement Customer will make all necessary arrangements as may be
required to provide access to Customer's computer and network environment N necessary for Kronos to perform Its obligations under the
Agreement Customer agrees that Kronor may audit Customer's use of the Services.
7. FEES AND PAYMENT TERMS
7.1 In consideration of the delivery of the Program, Customer shall pay Kronos the Monthly Services Fee as defined in the applicable Order
Form. The Monthly Services Fee shall begin to accrue on the date the Order Form and SSS are signed by the parties, and shall be invoiced
annually in advance.
7.2 All fees payable hereunder shall be paid In United States Dollars and sent to the attention of Kronos as specified on the Invoice. Payment
terns shall be net 30 days following receipt of invoice.
7.3 SLA Credits, If any, welch are due and owing to a Customer under an SLA for a particular month of the Program shall be paid by Kronos In
the month following the month In which the SLA Credits were earned.
8. SERVICE LEVEL AGREEMENT
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE. INTERRUPTION OR DEFICIENCY OF
SERVICE(S) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLA, SHALL BE THE REMEDIES PROVIDED IN THE
SLA; PROVIDED THAT ANY REMEDIES OR CREDITS CONTAINED IN THE SLA ARE NOT AVAILABLE FOR OUTAGES, INTERRUPTIONS
OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER IS iN BREACH OF THIS ADDENDUM OR THE LICENSE
AGREEMENT. KRONOS DISCLAIMS ANY AND AU. OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR
DEFICIENCIES OF SERVICES.
9. LIMITATiON OF LIABIUTY
IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM
KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS,
INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY
INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR
APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR.
10. DATA SECURITY
10.1 As part of the Program, Kronos shad provide those administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of Customer data as described at htto://www.kronor.Corn/Pmductslsmtrsolutions/workforce-cefttral-saasisea,Ufty-
descr1otion.asox Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated
entirely or rendered harmless. Customer should consider any particular Kronos supplied sec city -related safeguard as just one tool to be used as part
of Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection
statutes, rules, or regulations governing the respective activities of the parties under the Agreement
10.2 As between Customer and Kronos, an Personally identifiable Data is Customers Confidential Information and will remain the property of
Customer. Customer represents that too the best of Customer's knowledge such Personally identifiable Data supplied to Kronos Is accurate.
Customer hereby consents to the use, processing or dlsdostae of Personally Identifiable Data by Kronos and Kronos' Suppliers wherever located only
11
for the purposes described herein and only to the extent such use or processing is necessary for Krems to carry out Kronos' duties and
responsibilities under this Agreement or as required by law.
10.3 Prior to initiation of the Prevail* and on an ongoing basis thereaftar. Customer agrees to provide notice to Kronos of any extraordinary privacy
or data piutet.lA,ri statutes, rules, or regulations which are or become applicable to Customer's Industry and which could be Imposed on Kmnos as a
result of provision of the Program. Customer will ensure that (a) the transfer to Kronos and storage of any Personally identifiable Data by Kronos or
Kronos' data center is permitted under applicable data protection laws and regulations; and (b) Customer w41 obtain consents from individuals for such
transfer and storage to the extent required under applicable laws and regulations.
11. TERM AND TERMINATION
11.1 At the expiration of the Initial Tenn, the applicable Program shall automatically renew for successive one year periods unless either party
provides notice of Its Intent not to renew at least sixty (60) days prior to the expiration of the then -current ienm. Kronos may suspend or terminate
the Program upon notice In the event of any breach by Customer of this Section C if such breath Is not cured within ten (10) days of the date of
Kronos' written notice. No Program Interruption shall be deemed to have occurred during. and no Program credits shall be owed for, any
authorized suspension of the Pmgrem.
11.2 Customer may terminate the Program by written notice at any time during the term of the Addendum N Kronos materially breathes any
provision of this Addendum. and such default Is not cured within thirty (30) days after receipt of written notice from Customer. in the event of such
termination by Customer, Customer shall pay Kronos within thirty (30) days alt fees then due and owing for the Program prior to the date of
termination.
11.3 Customer may terminate the Program for convenience on no less than ninety (90) days prior written notice to Kroros.
11.4 In the event of termination of the Program by Customer for convenience or by Kronos for cause during the Initial Term, Customer wilt pay to
Kronos any out of pocket expenses Incurred by Kronos in terminating the Ilogianc plus an early termination fee based on the following
calculation: one (1) month of the then -current Monthly Services Fees for every twelve (12) month period (or portion thereof) remaining In the Initial
Term. By way of example only, N Customer terminates the Program for convenience with fifteen (15) months remaining In the initial Term.
Customer will be responsible to pay Kronos two (2) months of the applicable Monthly Services Fees.
12
EXHIBIT A
SERVICE LEVEL AGREEMENT (SLA)
Service Leval Agreement: The Services. in a production environment and as described in the Statement of Work (aka Services Scope
Statement), are provided with the service levels described In this Exhibit A. SLAB are only applicable to production environments. SLAB will be
available upon Customer's signature of Kronos' Go Live Acceptance Form for Customer's production environment.
99.75% Application Availability
Actual Application Availability % a (Mont* Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly
Minutes (MM), but not including Excluded Events
Service Credit Calculation: An Outage We be deemed to commence when the Applications are unavailable to Customer in Customers
production environment hosted by Kronos and end when Kronos has restored availability of the Services. Failure to meet the 99.75% Application
Availability SLA, other than for reasons due to an Excluded Event. will entitle Customer to a credit as follows:
Actual Application Availability %
)as measured In a calendar month)
Service Credit to be appted to Customer's monthly invoice for
the affected month
<99.75% to 98.75%
10%
<98.75% to 98.25%
15,
<98.25% to 97.75%
25%
<97.75 to 98.75%
35%
<96.75 50%
"Outage" means the acctanutated time. measured in minutes, during which Customer is unable to access the Applications for reasons other than
an Excluded Event.
'Excluded Event' means any event that results In an Outage and Is caused by (a) the acts or omissions of Customer, its employees, customers,
contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, Including without
limitation Customer Content. fa8ures or matlunctions nesutdng from dreufts provided by Customer, any Inconslstendes or changes in Customer's
source environment, Including either intentional or acddentaf connections or disconnections to the environment; (c) Force Majeure events; (d)
scheduled or emergency maintenance, akeraton or implementation provided during the Maintenance Period defined beiovr, (e) any suspension of
the Services In acconJance with the terms of the Agreement to which ties Exhibit A Is attached; (f) the unavailability of regtdred Customer
personnel, Including as a result of failure to provide Kronos with accurate, current contact Information; or (g) using an Application In a manner
Inconsistent with the product documentation for such Application.
'Maintenance Period' means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary.
During these Maintenance Periods. the Services are ava able to Kronos to perform periodic maintenance services. which Include vital software
updates. Kronos will use Its commercially reasonable efforts during the Maintenance Period to make the Services avattabie to Customer,
however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer
contact at least one day In advance of arty known downtime so planning can be facilitated by Customer.
Currently scheduled Maintenance Periods for the Services are:
Monday through Friday 04:00 am o 08:00 am (U.S. eastem time)
Saturday and Sunday 12:00 am — 06:00 am (U.S. eastem time)
Maintenance Periods Include those maintenance periods mutualy agreed upon by Customer and Kronor.
"Monthly Minutes (MMV means the total time. measured In minutes, of a calendar month txxnmendng at 12:00 am of the first day of such
calendar month and ending at 11:59 pm dine last day detach calendar month.
"Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Services are unavailable as the result
of an Outage,
Limitations: Service Credits will not be provided If: (a) Customer Is in breach or default under the Agreement at the time the Outage occurred; or
(b) the Outage results from an Excluded Event. if Kronos does not prevkte the appropriate Service Credit as due hereunder, Customer mist
request the Service Credit within sixty (60) calendar days of the conclusion of the month In which the Service Credit accrues. Customer waives
any right to Service Credits not requested within this time period. AN performance catulattons and applicable Service Credits are based on
Kronos records and data unless Customer can provide Kronos with dear and convincing evidence to the contrary.
The Service Level Agreements In this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of
doubt. Outages In one production environment may not be added to Outages In any other production environment for purposes of calculating
Service Credits.
Customer acknowledges that Kronos manages Its neMork traffic in part on the basis of Customer's utilization of the Services and that changes in
such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anything else to the contrary. if Customer
significantly changes Its utilization of the Services than what Is contracted with Kronos and such change creates a material and adverse impact on
the traffic balance of the Kronos network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to resolve the Issue.
13
SECTION C.1:
APPLICATION HOSTIN TERMS AND CONOi11ONS
This Section applies only for transactions that involve Krone* hosting for Software licensed under Section 13 In relation with hosting
pricing refered to as CLOUD
This attachment does not apply to CLOUD 2ltems.
APPLICATION HOSTING SUPPLEMENTAL TERMS AND CONDITIONS
These Applikation Hosting Supplemental Terms and Conditions are applicable for hosting services ordered by Customer for Kronos Software
licensed under Secton 9 of arts Agreement using the pricing set up on November 21, 2013.
definitions
"Application Hosting Program" or "Program" means (I) accessibility to the commercially available object code version of the Kronos hosted
applications, as set forth in the Cloud Services SOW, by means of access to the password protected customer area of the Kronos hosting
environment, and (A) all Hosting Related Services.
"Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs Into the Program, including
but not limited to information, data (such as payroN data, vacate/1 time, and hours worked), designs, know-how, logos. text, multimedia Images
(e.g. graphics, audio and video files). compilations, software programs, third party software, applications, or other materials, or any other
Customer content shared or processed on equipment under the control of Kronor or a Suppear.
"Hosting Fietated Services" means certain services set forth In a statement of work containing hosted related services (the "Cloud Services
SOW"), such as hosting infrastructure. equipment, bandwidth, server monitoring, backup services, reporting services, storage area network (SAN)
services, load balancing services, security services, system administration, connectivity servkes, performance tuning. service pack installation
and all professional and/or Cloud Services and maintenance services related to hosting.
"Initial Term" means the initial term for which Kronos shall provide the Program to Customer and as set forth In the applicable Cloud Services
SOW executed by Customer.
"Internet Use" means the use of the Program: (t) by Customer's personnel solely for Customer's Internal business purposes and (11) by any
authorized employee, agent or contractor of Customer to process information relating to Customer's employees assigned to, or potential
employees of, Customer's authorized business unit(s), solely for the internal business purposes of such business uMt(s).
"Monthly Service Fee(s)" means the monthly fees described In the Cloud Services SOW and set forth on the applicable Order Form, which shall
include al Hosting Related Services fees.
`Order Form' means the order request form supplied by Kronos and signed by the Parties that lists the Startup Fees and Monthly Service Fees
for the elements of Customer's particular Program.
"Personally Identifiable Data" means information concerning individually Identifiable employees of Customer that Is protected against disclosure
under applicable law or regulation.
"Production Environment" means a permanent environment established for the daily use and maintenance of the Application In a live
environment throughout the term of a Program.
"Services Commencement Date" shall, except as otherwise provided in wilting In a Cloud Services SOW or Order Form signed by the parties.
mean the earlier of (a) Cie date the Software Is transferred to the hosted environment, as mutually agreed by the parties In writing or (b) 90 days
after the Effective Date. Notwithstanding the foregoing, the Services Commencement Date for software hosted in a Temporary Environment shalt
commence seven (7) days after the Effective Date.
"Service Description" means the detailed service description (including any supplementary service terms) specified In the Cloud Services SOW
which sets forth the spedfrc Program to be provided to the Customer.
'SLA(s)' means a service level agreement offered by Kronos for the Production Environment and attached to this Section C.1 as Exhibit A.1
which contains key service maintenance standards and commitments that apply to the Program as detailed in the Service Description.
"SLA Credit" means the credit calculated in accordance with the SLA and offered by Kronos in the event of outages, intemrptions or deficiencies
In the delivery of the Program that result kr a failure to meet the tents of the applicable StA.
"Supplier" means any contractor, subcontractor or censor of Kronos providing software, equipment and/or services to Kronos which are
incorporated into or otherwise related to the Program.
"Temporary Environment" means a transient database environment created to serve Limited purposes for a limited tine period, and Identified in
the applicable Cloud Services SOW as a Temporary Environment,
"Startup Fees" means the one time, customer -specific startup fee as Indicated on the Order Form that will be charged to Customer to enable
access to the Program.
Cloud Services STATEMENT OF WORK
The description of the particular Program ordered by the Customer, the Program term, the Monthly Service Fee rates, the Startup Fees and other
fees, if any, applicable to the Program are described in the applicable Cloud Services SOW and Order Form. Kronos will not change the Monthly
Service Fee rates It charges for Customer's existing Program, or the SLA, during the Initial Term. Kronos may change such Monthly Service Fee
14
rates or the associated SLA for a renewal term of the particular Program by notifying Customer at least sixty (60) days prior to the expiration of the
then current term. SLAs are only available in a Production Environment Unless the Cloud Services SOW Indicates that the Program Is to be
implemented In a Temporary Environment, the Program will be deemed to be Implemented in a Production Environment
Authorized Use
Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Program, and to ensure that no persons
authorized to have such access shall take any action that would be in violation of this section C.1.
MAINTENANCE ACCESS
If Kronos, its Suppliers, or the local access provider, as applicable, requires access to Customer sites In order to maintain or repair the Program,
Customer shall cooperate in a timely manner and reasonably provide such access and assistance as necessary.
Customer representations and warranties; Customer obligations
5. t Customer represents and warrants to Kronos that ft has the right to publish and disclose Customer's Content In the Program.
5.2 Customer represents and warrants to Kronos that Customer's Content will not (a) infringe or violate any thlyd•party right,
Including (but not limped to) intellectual property, privacy, or publicity ate; (b) be abusive, profane, or offensive to a reasonable
person; or (c) be hateful or threatening.
5.3 Customer will, at Its own cost and expense, provide elf end user equipment operating systems, and software (Including a web
browser) not provided by Kronos and needed to access and use the Program In accordance with the technical requirements set forth In
the Cloud Services SOW Customer will also provide, at its own cost and expense, all connections from its computer systems to the
Program, which shall include all related costs associated with Customer accessing the Program, unless such connectivity services are
purchased from Kronos as indicated on the Cloud Services SOW and Order Fonn.
5.4 Customer shall not, and shaft not permit any person or entity under Customer's direct or indirect control to: (a) recirculate,
republish, distribute or otherwise provide access to the Program fo any third party; (b) use the Program on a service bureau, time
sharing or any similar basis, or for the benefit of any other person or entity, (c) alter, enhance or make derivative works of the Program;
(d) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Program or any software
components of the Program; (e) use, or allow the use or, the Program In contravention of any federal, state, local, foreign or other
applicable law, or rules or regulations of regulatory or administrative organhattans; (f) introduce Into the Program any virus or other
coda or routine intended to disrupt or damage the Program, alter, damage, delete, retrieve or record Information about the Program or
its users; or, (g) otherwise act In a fraudulent malicious or negligent manner when using the Program.
6. INTERNET ACCESS
6.1 If Customer uses open Internet connectivity or Customer -supplied VPN Internet connections to arrs,cs the Program, Customer
acknowledges that the performance and throughput of the Internet connection cannot be guaranteed by Kronos, and variable connection
performance may result In application response variations.
6.2 Customer hereby acknowledges that the Internet Is trot owned, operated, managed by, or in any way affiliated with Kronos, Its Suppliers or
any of its affiliates, and that It is a separate network of computers Independent of Kronos. Access to the Internet is dependent on numerous
factors, technoto Ies and systems, many of which are beyond Kronos' authority and control. Customer adunowiedges that Kronos cannot
guarantee that the Internet access services chosen by Customer will meet the level of up -time or the level of response time that Customer may
need. Customer agrees that its use of the Internet access services and the interned Is solely at Hs own risk, except as specifically provided in this
Section C.1, and is subject to all applicable local, state, national and International laws and regulations.
T. Fees and payment teens
7.1 In consideration of the delivery of the Program, Customer shall pay Kronos the Monthly Services Fee as defined In the applicable Order
Form. The Monthly Services Fee shaft begin to accrue on the Services Commencement Date, and shall be Irrvoiced monthly In advance. in
addition, Customer shall be billed the Startup Fees and any additional Cloud hosting startup fees set forth in the applicable Order Form.
Customer acknowledges that the bung commencement date does not coincide with Implementation completion, final configuration, or go -five.
7.2 All fees payable hereunder shall be paid In United States Dollars and sent to the attention of Kronos as specified on the Invoice. Payment
terns shall be net 30 days fonowing receipt of Invoice. All overdue payments shall bear interest at the lesser of one and one-half percent (1.5%)
per month or the maxllmum rate allowed under applicable law. Customer Is responsible for all federal, state or local taxes, duties and customs
fees relating to the Program, excluding taxes based on Kronos' income or business privilege.
7.3 SLA Credits, 11 any, which are due and owing to a Customer under an SLA for a particular month of the Program shall be included In the
Monthly Service Fee Invoice issued by Kronos for the month following the month In which the SLA Credits were earned.
8. SERVICE LEVEL AGREEMENT
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OR DEFICIENCY OF
SERVICE(S) OR FAILURE BY KRONOS TO MEET THE TERMS OF AN APPLICABLE SLA, SHALL BE THE REMEDIES PROVIDED IN THE
SLA; PROVIDED THAT ANY REMEDIES OR CREDITS CONTAINED IN THE SLA ARE NOT AVAILABLE FOR OUTAGES, INTERRUPTIONS
OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH CUSTOMER iS IN BREACH OF THIS SECTION C.1 OR SECTION B.
KRONOS DISCLAIMS ANY AND ALL OTHER L►ABILiT7ES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR DEFICIENCIES OF
SERVICES.
9. limitation of liability
IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM
KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS,
INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY
INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR
15
APPUCATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR.
10. DATA SECURITY
10.1 As pat of the Program, Kronos shad provide those Kronos security -related services desaibed in the Cloud Services SOW. Customer
acknowledges that the security -related services endeavor to mitigate security incidents, but such Incidents may not be mitigated entirely or rendered
harmless. Customer should consider any particular security -related service as just one tool to be used as part of an overall security strategy and not a
guarantee of security. Both parties agree to campiy Ntth all applicable privacy or data protection statutes, rides, or regulations governing the
respective activities of the parties.
10.2 Ad Personally identifiable Data contained in any Softener, Equipment or systems supplied by Kronos, or to which Kronos has access to under
this Section C.1, as between Kronos and Customer, is Customer's Confidential information and wit remain the property of Customer. Customer
hereby consents b the use, processing and/or disclosure of Personally identifiable Data only for the purposes described herein and to the extent such
use or processing is necessary for Kronos to carry out its duties and responsibilities under this Section C.1 or as required by law.
10.3 Prior to kltation of the Program and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary privacy
or data protection statutes, rules, or regulations which are or become applicable to Customer and which could be imposed on Kronos as a result of
provision of the Program. Customer wil ensue that: (a) the transfer and storage of any Pesonapy Identifiable Data to Kronos and managed by
Kronos' or Suhpplier's data center Is legitimate under applicable data protection laws and regulations: and (b) Customer WV obtain consent from
hhdividuals far such transfer and storage to the extent required under appikcale laws and regulations.
10.4 At no cost to Customer, Kronos shall upon (i) request by Customer at any time and (i) the cessation of the Program, promptly return to
Customer, in the formal and on the media in use as of the date of the request, all Personalty identifiable Data.
11. term and termination
11.1 At the expiration of the Initial Term, the applicable Programs shall automatically renew for successive one year periods unless either party
provides notice of Its Intent not to renew at least sixty (80) days prior to the expiration of the then -current term. Kronos may suspend or terminate
the Program upon notice In the event of any breach by Customer of this Section C.1. No Program Interruption shad be deemed to have occurred
during, and no Program credits shall be owed for. any authorized suspension of the Program.
12.2 Customer may terminate the Program by written notice at any time during the tens of this Section if Kronos materially breaches any
provision of this Section, and such default Is not cured within thirty (30) days after receipt of written notice from Customer. In the event of such
termination by Customer, Customer shall pay Kronos within thirty (30) days at fees then due and owing for the Program prior to the date of
termination.
12.3 Customer may terminate the Pioyrarrh for convenience on no less than ninety (90) days prior written notice to Kronos.
12.4 In the event of termination of the Program by Customer for convenience or by Kronos for cause during the Initial Tenn, Customer will pay to
Kronos any out of pocket expenses Incurred by Kronos in terminating the Program plus an early termination fee based on the following
calculation: one (1) month of the then -anent Monthly Services Fees for every twelve (12) month period (or portion thereof) remaining in the Initial
Term. By way of example only, if Customer terminates the Program for convenience with fifteen (15) months remaining In the Initial Term,
Customer will be responsible to pay Kronos two (2) months of the then -current Monthly Services Fees.
16
EXHIBIT A.1
70 SECTION C.1
SERVICE LEVEL AGREEMENT (SLA)
Service Level Types: SLAB are only applicable to Production Environments. The Program, In a Production Environment, as described In the
Service Description is provided with the following service level:
99.50% Application Availability
Service Levels/Credit Calculation: An Outage will be deemed to commence when Customer opens a case with Kronos Global Support, or
Krems Cloud Services receives an application availability alert. The Outage will be deemed to end when K . lee has restored availability of the
Program. Failure to meet the above service levels will entitle Customer to credits as follows.
99.50% Application Availability SLA— Production Environment
Uptime percentage (as measured to a calendar month)
Affected Service Credit
The amount of the Credit will be determined as foaows;
<99.50% to 98.75%
15%
<98.75% to 98.25%
20%
<98.25% to 97.75%
30
<97.75 to 96.75%
50%
<96.75
75%
Application Availability SLA% = {(MM•TM)•100) / (iMM)
Definitions
"Affected Service' means the monthly fees paid for the hosting of the Program.
"Exdu ded Event' means any event that adversely Impacts the Program that is caused by (a) the acts or omissions of Customer, Its employees.
customers, contractors or agents, (b) the failore or malfunction of equipment, applications or systems not owned or controlled by Kronos or
Supplier, (c) Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation; (e) any suspension of the Program In
accordance with the terms of this Section or License Agreement (f) the unavailability of required Customer personnel, indudtng as a result of
failure to provide Supplier with accurate, current contact information; (g) using the Application in a manner inconsistent with the product
documentation; or (h) any other exclusionary druamstance specified in the applicable Cloud Services SOW.
`Monthly Minutes (MM)" means total minutes in which service was scheduled to be available.
"Outage" means the accumulated time during which Customer is unable to establish an active communications connection, measured horn
beginning to end, between Customer and the Program for reasons other than (a) (allures caused by Customer Data; or (b) any Excluded Events.
"Scheduled Maintenance (SM)" means scheduled maintenance periods established by Kronor to provide ample time to maintain and update the
applications, when necessary. During these maintenance periods, the applications are available to Kronos to perform periodic services, which
Include vital software updates. Systems will generally continue to be available to Customer; however, some
downtime. Kronor will changes one day advance placo
provide notice for planed downtime via an email notice to our primary Customer contact at least In of
such shutdown/restart so planning can be facilitated by Customer.
When application maintenance Is required, current Scheduled Maintenance periods for the applications are:
Monday through Friday 4am — 6am
Saturday and Sunday 12am - 6am
• All times fisted are U.S. Eastem lime.
• Kronos' utilization of the above maintenance windows shall not trigger SLA Credits to Customer.
'Total Minutes Not Available" (TM) means the total number of minutes during the calendar month that the Program Is unavailable outside of
scheduled maintenance windows.
Limitations: Kronor will apply any credits to the Customer account Credits will not be provided if. (a) Customer Is in breach or default under
this Section or the Program at the time the Outage occurred and such breach is the cause of the Outage; or (b) It results from an Excluded Event.
In no event will the credits accrued in any calendar month exceed. In the aggregate across all service levels and events, one hundred (100%) of
the Invoice amount for the Affected Service.
The Service Level Agreernents In this Exhibit, and the related credits listed, apply on a per Program basis. For the avoidance of doubt, Outages,
delays, failures. etc. in one Program may not be added to Outages, delays, failures, etc. in any other Program for purposes of calculating SLA
credits.
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SECTION D
KRONOS WORKFORCE CENTRAL - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONOMONS
Customer and Kronos agree that the terms and cudhons set forth in this Section 0 shall appy to the Keens supply of the commercially available
version of the Workforce Central SaaS Applications and related services and materials (including applicable documentation) and Equipment (if
any) specified on an Order Form. The Applications described on the Order Form shall be delivered by means of Customer's permitted access to
the passvord protected customer area of a Kronos website.
1. DEFINITIONS
"Appllcatlon(s)" or "Seas Appticatton(sp' means those Kronos software application programs set forth on an Order Form which are made
accessible for Customer to use under the terns of this Section D.
"Cloud Services" means those services related to Customer's hosting environment such as hosting infrastructure, equipment, bandwidth, server
monitoring, backup services, storage area network (SAN) services, security services, system administration, connectivity services, performance
tuning, update installation and maintenance services related thereto. Unless otherwise set forth In a Statement of Work, Cloud Services are
described as set forth at httpJhvww.irons.con/products/smb-solutionshwrkforce-central saasnmplementatiorrguklitnes.aspx
"Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise Inputs irk the Services.
"Docum.ntation" means tecfinical publications published by Kronos relating to the use of the Services or Applications.
"Equipment" means the Kronos equipment specified on an Order Form.
"Implernentatton Services" means those services provided by Kronos to set up the hosting environment and configure the Services, including
educational services and training. Unless other ise set forth In a Statement of Work, Kronos' and Customer's implementation responsibilities are
described In the Services implementation Guidetlne set forth at: httpi/www.kronos.cam/products/smbsotutionsiworkforce-centrai-
saastmnpm nemtation-gtridilnes,aspx Implementation Services may be provkied as forth In Section 8
"Initial Tenn" means the Initial term of the Services as indicated on the Order Form.
"KnowledgePass Content"i"Knowtedgepass Education Subscription" have the meanings ascribed in Section 7.5.
"Minimum Contract Value" means the total of all Monthly Service Fees to be Invoiced during the Initial Terrn.
"Monthly Service Fee(s)" means the monthly fees described in an Order Form, Monthly Service Fees hiokrde fees for usage of Applications and
the Services, Cloud Services as appficabte, and Equipment rental, if any. Riding of the Monthly Service Fee(s) commences on the Start Date.
"Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the Items ordered by Customer and to be
provided by Kronos, including without Ibmitation the Applications and the prices and fees to be paid by Customer.
"Personally Identitiabte Data" means information concerning individually identifiable employees of Customer that Is protected against disclosure
under applicable law or regulation.
"Services" means (1) accessibility to the commercially available version of the Applications by means of access to the password protected
customer area of a Kronos website, 01) the Equipment purchased or rented hereunder, (ill) the Implementation Services and Cloud Services, and
(Iv) such other services, Items and offerings set forth on an Order Form.
"Start Date" means the date billing commences for the Services (excluding the implementation Services) as Indicated on the applicable Order
Form. For any Services ordered by Customer after the date of this Section D which are Incremental mental to Customer's then -existing Services, the
Start Date shall be the date the applicable Order Form Is executed by Krona and Customer.
"Statement of Work", "SOW" "Services Scope Statement" and "SSS" are interchangeable terms referrtngg to a written description of the
implementation Services and Cloud Services as mutually agreed upon by Kronos and Customer. An SOW supersedes any implementation
guidelines or descriptions on a web page referenced in this Section D.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are
it .orpurated into or otherwise related to the Program.
"Term" means the initial Tenn and any monthly renewals thereafter, as further set forth In Section 2.1.
"Training Points" has the meaning arced to it In Section 7.6 below.
2. TERM
2.1 The Services shall commence an the Start Date, and shall continue for the Initial Term or until terminated in accordance with the provisions
hereof. At the expiration of the Initial Tenn, the Term shall automatically renew on a month -to -month basis until terminated In accordance with the
provisions hereof. Customer acknowledges that execution of separate third party agreements may be required In order for Customer to use
certain add -on features or functionality, including without limitation tax filing services.
2.2 At any time after the InlIlal Term; (i) Customer may terminate the Services for convenience upon thirty (30) days prior written notice, and (11)
Kronos may terminate the Services for convenience upon ninety (90) days prior written notice.
2.3 Either party may suspend or terminate the Services upon a material breach of tots Section D by the other party t such breach is not cued
within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend or terminate the Services immediately
upon notice In the event of any Customer breach of Sections 3 (Riga to Use), 4 (Acceptable Use), or 14 (Confidential Information).
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24 In the event that either party becomes Insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or
insolvent, commences a case under applicable bankruptcy taws, or files a petition seeking reorganization, the other party may request adequate
assurances of future performance, Failure to provide adequate assurances, In the requesting party's reasonable discretion, within ten (10) days of
delivery of the request shall entitle the requesting party to terminate the Services immediately upon written notice to the other party.
2.5 If the Services are terminated for any reason:
(a) Customer shad pay Kronos within thirty (30) days of such termination, all fees accrued for the Services prior to the date of termtnation,
provided that If Customer terminates for material breach of this Sectton D by Krorws, Kronos shah be responsible to refund to Customer unused
pre -paid implementation Service fees. if any:
(b) Customer's right to access and use the Services shall be revoked and be of no further force or effect
(c) No more than fifteen (15) days after termination or upon Customer's written request at any time during the Term, Kronos wdl provide to
Customer, at no charge to Customer, the Customer Content After such time period. Kronor shall have no further obligation to store or make available
the Customer Content and may delete any or all Customer Content without liability.
(d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer's expense or, alternatively,
destroy such materials and provide Kronor with an officer's certification of the destruction thereof: and
(e) all provisions in this Section D, which by their nature are intended to survive termination, shall so survive.
3. FEES AND PAYMENT
3.1 In consideration of the delivery of the Services, Customer shall pay Kronos the Monthly Service Fees. the fees for the Implementation
Services and any additional one time or recurring fees for Equipment, Training Points, KnowfedgePass Education Subscription and such other
Kroros offerings aU as set forth on the Order Form, If Customer and Kronos have signed a Statement of Work for the Implementation Services,
implementation Services such services will be provided and payable in accordance with Section B. All fees payable for the Services shall be sent
to the attention of Kronos as specified on the invoice. Unless otherwise indicated on an Oder Form, payment for all Items shall be due 30 days
following dale of invoice. Except as expressly set forth In this Section D, all amounts paid to Kronos are non-refundable. Customer acknowledges
that fees may be charged to Customer by third parties for add -on features or functionality provided by such third parties.
3.2 If arty amount ow{ng under this or any other agreement for Services is thirty (30) or more days overdue, Kronos may, without limiting Kronos'
rights or remedies, suspend Services until such amounts are paid In full. Kronos oil provide at least seven (7) days' prior written notice that
Customers account Es overdue before suspending Services.
3.3 Deleted Intentionally.
3.4 Customer agrees that except U Customer terminates for material breach of this Section D by Kronos, if Customer has not paid the Minimum
Contract Value to Kronos at the condus$on of the Initial Term or the earlier termination of the Services, whichever is earlier, Kronos shall bill, and
Customer shall pay within thirty (30) days of the date of such invoice, the difference between the total Monthly Service Fees then paid by
Customer and the Minimum Contract Value, less SLA Credits, if any, that have been earned previously by Customer but not yet credited.
4. RIGHTS TO USE
4.1 Subject to the terns and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exclusive, nontransferable,
non -assignable right to use during the Tenn and for internal business purposes only: a) the Application(s) and related services, including the
Documentation: b) training materials and KnowledgePass Content and, c) any embedded third party software, libraries, or other components,
which are included in the Servk es, excluding such Third Party software, libraries or other components as are licensed directly from such Third
Parties. The Services contain proprietary trade secret technology of Kronos and its Suppliers. Unauthorized use and/or copying of such
tecixhology are prohibited by law, including United States and foreign copyright law. Customer shalt not reverse compile, disassemble or
otherwise convert the applications into uncompiled or unassembled code, Customer shall not use any of the third party software programs (or the
data models therein) included In the Services except solely as part of and in connection with the Services.
4.2 Customer acknowledges and agrees that the right to use the Applications is Ilmited based upon the amount of the Monthly Service Fees paid
by Customer. Customer agrees to use only the modules and/or features for the number of employees and users as described on the Order Form.
Customer agrees not to use any other modules or features nor increase the number of employees and users unless Customer pays for such
additional modules, features, employees or users, as the case may be. Customer may not license, rellcense or sublicense the Services, or
otherwise permit use of the Senses (including timesharing or networking use) by any thief party. Customer may not provide service bureau or
other data processing services that make use of the Services without the express prior written consent of Kronos. No license, right, or interest in
any Kronos trademark, trade name, or service mark, or those of Kronos' licensors or Suppliers, is granted hereunder<
4.3 Customer may authorize its third party contractors and consultants to access the Services on an as needed basis, provided Customer, a)
abides by Its obligations to protect Confidential Information as set forth in this Agreement: b) remains responsible for ail such third party usage and
compliance with the Agreement and c) does not provide such access to a competitor of Kronos who provides workforce management services.
4.4 Customer acknowledges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and interest to the
Services, all of which are protected by copyright and other intekechrat property rights, and that, other than the express rights granted herein and
under any other agreement In writing with Customer, Customer shall not obtain or claim any rights In or ownership Interest lo the Services or
Application or any associated Intellectual property rights in any of the foregoing, Customer agrees to comply with all copyright and other
intellectual property rights notices contained on or in any information obtained or accessed by Customer through the Services.
4,5 When using and applying the Information generated by the Services, Customer is responsible for ensuring that Customer compiles with the
applicable requirements of federal and state law. if the Services Include the Workforce Payroll Applications or Workforce Absence Management
Application: (I) Customer is solely responsible for the content and accuracy of all reports and documents prepared In whole or in part by using
these Applications, (II) using these Applications does rot release Customer of any professional obligation concerning the preparation and review
of any reports and documents, (t) Customer does not rely upon Krortos, Best Software, Inc. or these Application for any advice or guidance
regarding compliance with federal and state taws or the appropriate tax treatment of Items reflected on such reports or documents, and (iv)
Customer will review any calculations made by using these Applications and satisfy itself that those calculations are correct.
5. ACCEPTABLE USE
5.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons
authorized to have such access shall take any action that would be In violation v<this Section D.
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5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in the Services.
Customer represents and warrants to Kronos that the Customer Content does not: (a) Infringe or violate any third -party right, indudirg but not
limited to intellectual property. privacy, or publicity rights, (b) be abusive, profane, or offensive to a reasonable person, or, (c) be hatefce or
threatening.
5.3 Customer will not (a) use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other aPPIleable law, or rules
or regulations of regulatory or administrative organizations; (b) introduce Into the Services any virus or other code or routine intended to disrupt or
damage the Services, or alter, damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos
systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, dental of service simulation or
vulnerability scary, (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (d) otherwise act In a
fraudulent, malicious or negligent manner when using the Services.
6. CONNECTIVITY AND ACCESS
Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (including
any and all related hardware, software, third party services and related equipment and components); and (b) provide Krauts and Kronos'
representatives with such physical or remote access to Customer's computer and network environment as Kronos deems reasonably necessary
in order for Kronos to perform Its obligations under this Section D. Customer will make all necessary arrangements as may be required to
provide acrpss to Customer's computer and network environment if necessary for Kronos to perform its obligations under this Section D.
Customer agrees that Kronos may audit Customer's use of the Services.
7. IMPLEMENTATION AND SUPPORT
7.1 Implementation Services. Kronos will provide the Implementation Services to Customer. Implementation Services described In an SSS are
provided on a time and materials basis, balled monthly as delivered. Implementation Services described in the Servkaes Implementation Guideline
are provided on a fixed fee basis. If Customer requests additional implementation Services beyond those described In the SSS, Kronos wile
create a change order for Customer's review and approval and any additional implementation Servicxes to be provided by Kronos in accordance
with Section B. Kronos' configuration of the Applications will be based on Information and work flows that Kronos obtains from Customer during
the discovery portion of the implementation. Customer shall provide Kronos with necessary configuration -related information in a timely manner to
ensure that mutually agreed Implementation schedules are met.
7.2 Additional Services. Customer may engage Knxnms to provide other services which may be fixed by activity or provided on a time and
materials basis as Indicated on the applicable Order Form.
7.3 Support. Kronos will provide 24x7 support for the hosting infrastructure, the availability to the hosting environment, and telephone support for
the logging of functional problems and user problems. Customer may log questions online via the Kronos Customer Portal. As part of such
support, Kronos will make updates to the Services available to Customer at no charge as such updates are released generally to Minos'
customers. Customer agrees that Kronos may install such updates automatically as part of the Services.
7.4 Support Services for Equipnment Provided Customer has purchased support services for the Equipment, the following terms shall apply
(support services for rented Equipment are included In the rental fees for such Equipment):
(a) Upon the failure of Installed Equipment, Customer shall notify Kronos of such failure and Kronor will provide remote fault isolation at the FRU
(Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related
shall be dispatched to a Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the
failed Equipment if Customer is to return the failed Equipment to Kronos, as reasonably determined by Kronos. Customer must return the faded
Equipment with the supplied RMA number.
(b) Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level an an `advanced exchange- basis, utilizing a
carder of Kronos' choice. Replacement Equipment will be shipped the same day, for delivery to Customer's location as further described In the
Support Policies. REPLACEMENT EQUIPMENT MAY SE NEW OR RECONDITIONED. Customer shall specify the address to which the
Equipment is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the
recipient Customer, upon receipt of the replacement Equipment from Kronos, shall package the defective Equipment In the materials provided by
Kronos, with the RMA supped and promptly return failed Equipment directly to Kronos.
(c) Customer shall be entitled to receive service packs for the Equipment (which may contain system software updates, firmware updates.
security updates. and feature enhancements) available for down oad at Kronos' customer portal. Service packs for the Equipment are not
installed by Kronos.
(d) Kronos warrants that all service packs and firmware updates provided under this Section D shall materially perform in accordance with the
Kronos published specifications for a period of ninety (90) days after download by Customer. In the event of a breach of this warranty, Customer's
exclusive remedy shall be Kronos' repair or replacement of the deficient service pack(s) or firmware update(s).
(e) Customer agrees that It shall return failed Equipment promptly as the failures occur and that it shall not hold failed Equipment and send failed
Equipment to Kronos In 'batches* which shaN result In a longer turnaround time to Customer. In addffifon, In ail circumstances. Customer agrees
to:
(I) Maintain the Equipment in an environment conforming to the Documentation for such Equipment
(ti) Not perform sdf-repairs on the Equipment (f.e., replacing components) without prior written authorization from Kronos;
(tii) De -Install all failed Equipment and install al replacement Equipment In accordance with Kronos' written installatan guidelines;
(iv) Ensure that the Equipment is returned to Kronos property packaged; and
(v) Obtain an RMA before returning any Equipment to Kronos and place the RMA dearly and conspicuously on the outside of the shipping
package. Customer may only return the specific Equipment auihorizexd by Kronos wean issuing the AMA.
7.5 KnowledgePass Education Subscription. When KnowledgePass Education Subscription is listed on an Order Form, Kronos Hill provide
Customer with the KnowledgePass Education Subscription, The Kro»4exdgePass Education Su
offedngs provider! by Kronos (the "KnowledgePass Content' . CustomerSubscription provides access to enIs copyrighted
by Minos. Customer is permitted to make ) recognizes and agrees that the KnowledgePass Content Is copyrighted
Customer mayCnot disclose mitt copies of the KnowledgePass Content provided In `pdf form solely for Customer's internal use.
KnowfedgePass Content 10 any third party over 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,
download and modify contents of tralr ng kits solely for Customer's internal use. provided
� that Customer may
7.6 Training Points. 'Training Points` welch are purchased by Customer may be redeemed for an equivalent value of instructoNed training sessions
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offered by Kn,noe. Training Pokrts may be redeemed only during the Tenn at any time no more than twelve (12) months alter the date of the
applicable Order Form. after which time such Training Paints shall expire and be of no value. Training Points may not be exchanged for other
Kronor products ar services.
7.7 Training Courses. When Implementation Services are described in the Services Implementation Guideline rather than an SSS, as part of the
Services, for each SaaS application module included in the Services purchased by Customer, Customer's employees shalt be entitled to attend, in
the quantity Indicated, the conesporrding training courses set forth at: httpJlwww.kronos.con/products/smb.sotuttanslworkforce-central-
saas/lraining.guidlines.aspx
Participation in such training courses is limited to the number of seats Indicated for the courses corresponding to the modules forming a part of the
Services purchased by Customer.
8. CUSTOMER CONTENT
Customer shall own all Customer Content and posts or other Inputs Into the Services by Customer or others acting on behatf of or through
Customer. Kronor acknowledges that all of the Customer Corrient Is deemed to be the Confidential Information of Customer. Notwithstanding the
foregoing, Customer grants Kronos pemrlsslon to combine Customer's business data with that of other customers in a manner that does not
identify the Customer or any individual in order to evaluate and improve the services Kronos offers to customers and to disclose such aggregated
information for tts customers generally. In addition, Kronos may, but shall have no obligation to, monitor Customer Content from Ume to time to
ensure compliance with this Section D and applicable law.
9. EQUIPMENT
if Customer purchases or rents Equipment from Kronos, a description of such Equipment (model and quantity), the applicable pricing, and delivery
terms shall be listed on the Order Farm.
9.1 The following terms apply only to Equipment Customer rents from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rental and the 'Warranty Period' for such Equipment shall run
coterminousty with the Tenn of the other Services provided under this Section D.
b) Insurance. Customer shall Insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by
fire, theft, and ail normal extended coverage at all tunes, No loss. theft or damage after shipment of the Equipment to Customer shalt relieve
Customer from Customer's obligations under this Section D.
c) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation without
Kronos' prior written consent Kronos shall have the right to enter Customer's premises to Inspect the Equipment during normal business hours.
Kronos reserves the right, at Its sole discretion and at no additional cost to Customer, to replace any Equipment with newer or alternative
technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced.
d) Ownership. All Equipment shall remain the property of Kronos. AN Equipment is, and at all times shall remain, separate items of
personal property, notwithstanding such Equipment's attachment to other equipment or real property. Customer shall not sell or otherwise
encumber the Equipment Customer shalt furnish any assurances, written or othenMse, reasonably requested by Kronos to give full effect to the
Intent of terms of this paragraph (d).
e) Equipment Support. Kronos shall provide to Customer the Equipment support services described in Section 7.
f) Return of Equipment Upon temi10ation of the Services, Customer agrees that Customer shall return the Equipment to Kronos within
thirty (30) days at Customers expense. Equipment will be returned to Kronos In the same condition as and when received, reasonable wear and
tear excepted. If Customer fails to return Equipment within this the period, upon receiving an invoice from Kronos, Customer shalt pay }Crones
the then list price of the unreturned Equipment
9.2 The following terns apply only to Equipment Customer purchases from Kronos:
a) Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carrier. The 'Warranty Period' for
the Equipment shall be for a period of ninety (90) days from such delivery (unless otherwise required by taw).
b) Equipment Support Kronos shall provide to Customer the Equipment support services described herein if purchased separately by
Customer as indicated on the applicable Order Form. If purchased, Equipment support services shall commence upon expiration of the Warranty
Period.
10. SERVICE LEVEL AGREEMENT
Kronos shall provide the service levels and associated credits. when applicable, in accordance with the Service Level Agreement attached hereto
as Exhibit A and which Is hereby Incorporated herein by reference. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY
SERVICE OUTAGE or INTERRUPTION OF the SERVICES OR FAILURE BY KRONOS TO MEET THE TERMS OF the APPLICABLE service
level agreement, SHALL BE THE REMEDIES PROVIDED iN exhibit A.
11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
11.1 Kronos represents and warrants to Customer that the Applications, under normal operation as specified In the documentation and when
used as authorized herein, will perform substantially in accordance with such documentation during the Term.
11.2 Krems' sole obligation and Customer's sole and exclusive remedy for any breach of the foregoing warranty is limited to Kronos' reasonable
commercial efforts to correct the non -conforming Services at no additional charge to Customer. In the event that Kronos is unable to correct
material deficiencies in the Services arising during the Warranty Period. after using Kronos' commercially reasonable efforts to do so, Customer
shag be entitled to terminate the then remaining Term of the Services for cause In accordance with Section 2 above as Customers sole and
exclusive remedy. Kronos' obligations hereunder for breach of warranty are conditioned upon Customer notifying Kronos of the material breach in
writing, and providing Kronos with sufficient evidence of such non -conformity to enable Kronos to reproduce ar verify the same.
11.3 Kronos warrants b Customer that each item of Equipment shall be free from defects in materials and workmanship during the Warranty Period.
In the event of a breach of this warranty, Customers sole and exclusive remedy shaft be Kromos' repair or replacement of the deficient Equipment.
at Kronos' option, provided that Customers use, installation and maintenance thereof have conformed to the documentation for such Equipment
This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) in the event of:
a) damage, defects or malfunctions resulting from misuse, acddent, neglect, tampering, (including without limitation 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 published specifications for such
Equipment or
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c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
EXCEPT AS PROVIDED FOR IN THiS SECTION 11, KRONOS HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND
REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING WITHOUT LIMITATION
THE IMPUED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON•INFRINGEMENT, AND
WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERROR -FREE OR
UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION D OF THIS AGREEMENT, KRONOS MAKES NO
WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATIBIUTY OF THE SERVICES, THE SAAS APPLICATIONS OR THE
EQUIPMENT NOR ANY RESULTS TO BE ACHIEVED THEREFROM.
12.0 DATA SECURITY
12.1 As part of the Services, Kronos shall provide those admfnlstrative, physical. and technical safeguards for protection of the security,
confidentiality and integrity of Customer data as described at httpJ/www.kronos.can/products/smb•sotulians/workforce-central•saasfsewrity-
description.aspx
Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may riot be mlligated entirety or
rendered harmless. Customer should consider any particular Kmnos supplied security -related safeguani as Just one tool to be used as part of
Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with a applicable privacy or data protection
statutes, rules, or regulations governing the respective activities of the parties under this Section D.
12.2 As between Customer and Kronos, ali Personally Identifiable Data Is Customer's Confidential Information and will remain the property of
Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data supplied to Kronos is accurate.
Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos' Suppliers wherever located
only for the purposes described herein and only to the extent such use or processing Is necessary for Kronos to carry out Krems' duties and
responstbthties under this Section D or as required by law.
12.3 Prior to initiation of the Services and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary
privacy or data protection statutes, mites, or regulations wtiich am or become applicable to Customer's Industry and welch could be imposed on
Kronos as a result of provision of the Services. Customer will ensure that (a) the transfer to Kronos and storage of any Personally Identifiable
Data by Kronos or Kronos' Supplier's data center is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain
consents from individuals for such transfer and storage to the extent required under applicable laws and regulations.
13. INDEMNIFICATION
13.1 Kronos shall defend Customer and Its respective directors. officers, and employees (collectively, the 'Customer Indemnified Pardee), from
and against any and all melees, charges, claims. proceedings, actions, causes of action and suits, brought by a tt*d party (each a -Cialml
alleging that the permuted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will Indemnify
and held harmless the Customer Indemnified Parties against any liabilities, obligations, costs or expenses (Including without limitation reasonable
attorneys' fees) actually awarded to a third party as a result of such Clain by a court of applicable jurisdiction or as a result of Kronos' settiement
of such a Claim. In the event that a final ijuncion is obtained against Customer's use of the Services by reason of Infringement or
misappropriation of such copyright or patent, or if in Krones' opinion, the Services are likely to become the subject of a successful claim of such
Infringement or misappropriation, Kmnos, at Krems' option and expense, will use commercially reasonable efforts to (a) procure for Customer the
right to continue using the Services as provided In this Section D. (b) replace or modify the Services so that the Services become non -infringing
but remain substantively similar to the affected Services, and if neither (a) or (b) Is commercially feasible, to (c) terminate the Services and the
rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the Infringing elements of the
Services covering the period of their unavailability.
13.2 Kronos shall have no liability to indemnify or defend Customer to the extent the alleged Infringement Is based on: (a) a modification of the
Services by anyone other than Kronos; (b) use of the Services other than in accordance with Kronos' documentation for such Service or as
authorized by this Section D; (c) use of the Services In conjunction with any data, equipment, service or software not provided by Kronos, where
the Services would not otherwise itself be infringing or the subject of the claim; or (d) use of the Services by Customer other than in accordance
with the teens of this Section 0. Notwithstanding the foregoing, with regard to Infringement claims based upon software created or provided by a
licensor to )(tones or Suppliers, Kronos' maximum liability will be to assign to Customer Kronos' or Supplier's recovery rights with respect to such
infringement claims, provided that Kronos or Kronos' Supplier thee use commercially reasonable efforts at Customs cast to assist Customer In
seeking such recovery from such licensor.
13,3 Customer shall be responsible and liable for all damages and cost of Kronos, its suppliers and theft officers, directors and employees for aft
Claims resulting from : (a) employment -related calms arising out of Customer's configuration of the Services; (b) Customer's modification or
combination of the Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or
cantninalian Is the cause of such infringement and was not authorized by Krems; or, (c) a claim that the Customer Content infringes In any manner
any intellectual property right of any third party, or any of the Customer Content contains any material or information that Is obscene. defamatory,
['betters, or slanderous violates any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury,
damage or harm to any other person.
13.4 The Indemnified Party(les) shaft provide written notice to the Indemnifying party promptly after receiving notice of such Claim. tf the defense
of such Claim Is materially prejudiced by a delay In providing such notice, the purported indemnifying party shall be relieved from providing such
indemnity to the extent of the delay's impact on the defense. The indemnifying party shah have sole conical of the defense of any indemnified
Claim and all negotiations for Its settlement or compromise, provided that such indemnifying party shall not enter Into any settlement which
imposes any obligations or restrictions on the applicable indemnified Parties without the prior written consent of the other party. The Indemnified
Parties shah cooperate fully, at the indemnifying party's request and expense. with the Indemnifying party in the defense, settlement or
compromise of any such action. The indemnified party may retain its own counsel at Its own expense, subject to the indemnifying party's rights
above.
14. LIMITATION OF LIABILITY
14.1 Except as specifically provided In this Section D, Kronos and Its suppliers will not be liable for any damages or injuries caused by the use of
the services or by any errors, delays, Interruptions in transmission, or failures of the services,
14.2 Except for }Crones' indemnification obligations set forth In section 13 above. the total aggregate liability of Kronos or Kronos' suppliers to
22
arstomer and/or any itdrd party In connection with this Section D shalt be limited to direct damages proven by customer, such direct damages not
to exceed an amount equal to the total net payments received by Kronor for the services In the twelve (12) month period knmediatety preceding
the date In width such claim arises.
14.3 Except for Kronor' Indemnification obligations set forth in section 13 above, in no event shall Kronos or Kronos' suppliers, their respective
affiliates. service providers, or agents be liable to customer or any U9rd party for any incidental spode!, punitive, consequential or other Indirect
damages or for any lost or imputed profits or revenues, lost data or cost of procurement of substitute services resting from delays, nondefveriss.,
misdellveries or services Intemrplan, however caused, arising from or related to the Services, regardless of the legal theory under which such
liability is asserted, whether breach of warranty, indemnification, negligence, strict liat>ity or otherwise, and whether liabtiity is asserted in
contract. tort or otherwise, and regardless of whether Kronos or supplier has been advised of the possibility of any such liability, toss or damage.
i4.4 Except with respect to liability arising from Kro(1or' gross negligence or willful misconduct, Kronos disdains any and all liability, Including
without limitation Ilabilty related to a breach of data security and confidentiality obligations, resulting from any externally introduced harmful
program ('including without limitation viruses, troIan horses, and worms), Customer's content or applications, third party unauthorized access of
equipment, SAAS applications or systems, or machine error.
23
EXHIBIT A
SERVICE LEVEL AGREEMENT (StA)
Service Level Agreement: The Services, in a production environment and as described In the Statement of Work (aka Services Scope
Statement), are provided with the service levels described in this Exhibit A. SLAB are only applcabte to production environments. SLAs will be
available upon Customer's signature of Kronor' Go Live Acceptance Form for Customer's production aw onmenL
99.75% Application Availability
Actual Application Availability % _ (Monthly Minutes (MM) minus Total Minutes Not Avaiable (TM)) multiplied by 100) and divided by Monthly
Minutes (MM), but not Including Excluded Events
Service Credit Catculatlon: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer's
production environment hosted by Kronos and end when Kronos has restored availability of the Services. Failure to meet the 99.75% Application
Availability SLA., other than for reasons due to an Excluded Event. will entitle Customer to a aedft as follows:
Actual Application Availability %
(as measured in a calendar month)
Service Credit to be applied to Customer's
monthly invoke for the affected month
<99.75% to 98.75%
10%
<98,75%to 98.25%
\15%
<98.25°A to 97.75%
25%
<97.75 to 96.75%
35%
<96.75
50%
'Outage means the accumulated time, measured In minutes, during %thtd, Customer Is unable to access the Applications for reasons other than
an Excluded Event.
"Excluded Event" means any event that resets in an Outage and Is caused by (a) the acts or omissions of Customer, Its employees, customers.
contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, indutg without
Limitation Customer Content, failures or malfunctions resulting from circlets provided by Customer, any inconsistencies or changes in Customer's
source environment, including either Intentional or accidental connections or disconnections to the environment (c) Force Majeure events; (d)
scheduled or emergency maintenance, afteratton or knptementation provided during the Maintenance Pellad defined below, (e) any suspension of
the Services In accordance with the temps of the Agreement to which this Exhibit A Is attached; (f) the unavailability of required Customer
personnel, Induxding as a result of failure to provide Kronos with accurate, current contact information; or (g) using an Application in a manner
inconsistent with the product documentation for such Application.
"Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary.
During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, which Include vital software
updates. Kronos will use Its commercially reasonable efforts during the Maintenance Period to make the Services available to Customer,
however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer
contact at least one day in advance of any known downtime so planing can be facilitated by Customer.
Currently scheduled Maintenance Periods for the Services are:
Monday through Friday 04:00 am — 08:00 am (U.S. eastern time)
Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern time)
Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos.
'Monthly Minutes (MMr means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such
calendar month and ending at 11:59 pm of the last day of such calendar month.
"Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Services are unavailable as the result
of an Outage.
Umitationre Service Credits wilt not be provided it (a) Customer Is in breach or default under the Agreement at the time the Outage occurred; or
(b) the Outage results from an Excluded Event If Kronos does not provide the appropriate Service Credit as due hereunder, Customer must
request the Service Credit within sixty (60) calendar days of the conclusion of the month in which the Service Credit accrues. Customer waives
any right to Service Credits not requested within this time period. All performance calariations and applicable Service Credits are based on
Kronos records and data unless Customer can provide Kronos with clear and convincing evidence to the contrary.
The Service Level Agreements In this Exhibit, and the related Service Credits, apply on a per production envroonment basis. For the avoidance of
doubt, Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating
Service Credits.
Customer adknowiedges that Kronos manages Its netwerk traffic in part on the basis of Customer's utilization of the Services and that changes in
such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, If Customer
significantly changes tts utrllzation of the Services than what Is contracted with Kronos and such change creates a material and adverse impact on
the traffic batance of the Krems network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to resolve the issue.
24
SECTION E
KRONOS WORKFORCE READY° - SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS
Customer and Kronos agree that the terms and conditions set forth in this Section E shall apply to the Kronos software application programs and
related services and materials (including applicable documentation) and equipment (if any) specified on an Order Form for Workforce
Ready(collectively, the "Services"). The Services described on an Order Form shag be delivered by means of Customer's permitted access to the
password protected customer area of a Kronos website.
1. TERM
1.1 The Services shag be deemed to start on the earlier of: a) ninety (90) days from Krorsos' receipt of the relevant Order Form; or, b) the date
Customer is authorized to 'go live' with the Services for production purposes, (the 'Start Date"), and shall continue indefinitely on a month -to -
month basis until terminated in accordance with the provisions hereof (the `Tenn'). Customer acknowledges that execution of separate third party
agreements may be required In order for Customer to "go live' with certain add -on features or functionality, including tax filing services ('Add -on
Features"), as identified by Kronos on the Order Form,
1.2 Customer may terminate the Services or the Agreement for convenience upon thirty (30) days prior written notice,
1.3 Either party may suspend or terminate the Services or the Agreement upon a material breach of the Agreement by the other party If such
breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend or terminate the
Services or the Agreement Immediately upon notice In the event of any Customer breach of Sections 3 (License to Use), 4 (Acceptable Use), or
Section A.4 (Confiiderrttal information), below.
1.4 In the event that either party becomes Insolvent makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or
insolvent, commences a case under applicable bankruptcy laws, files a petition seeking reorganization, the other party may request adequate
assurances of future performance. Failure to comply with such request within ten (10) days of delivery of the request shall entitle the requesting
party to terminate the Agreement immediately upon written notice to the other.
1.5 If the Agreement Is terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days all fees accrued for the Services prior to the date of termination, provided that N Customer
terminates Kronos for material breach of the Agreement, Kronos shall be responsible to refund to Customer unused pre -paid service fees, K any;
(b) Customer's right to access and use the Services shall be revoked and be of no further force or effect;
(c) Within fifteen (15) days of termination Custamer vuig retrieve Customer's historical data In accordance with previously established system access
procedures and applicable state and federal laws. After such time period, Kranos shall have no further obligation to store and/or make available
Customer's historical data and may delete same. If Customer requires additional data conversion services from Kronos, these services may be
contracted from Kronos at Kronos' then published rates.
(d) Customer agrees to timely return all Kronos•provided materials related to the Services to Kronos at Customers expense or, alternatively, upon
prior written approval of Kronos, provide Kronos Mil an officer's certification of the destruction thereof; and
(e) all provisions in the Agreement, which by their nature are Intended to survive termination, shall so survive.
2. FEES AND PAYMENT
2.1 In consideration of the delivery of the Services, Customer shall pay Kronos the Setup Fees, the Monthly Service Fees and any additional one
time, set-up or recurring fees, all as defused on the Order Form. Alt fees payable for the Services shall be sent to the address specified on the
Kronos Invoice. Unless otherwise indicated on an Order Form, payment terms for all items except the Setup Fees shag be net upon receipt of
invoice, Except as expressly set forth In this Section E, all amounts paid to Kronor are non-refundable.
2.2 The Setup Fees shall be invoiced upon execution of the Order and shall be due net 30 days following date of invoice, Customer
acknowledges that setup fees may be charged to Customer by third parties for Add -on Features. Monthly Service fees shall be based on monthly
periods that begin on the Start Date, Monthly Service Fees shag include fees for Equipment rental, If any, as described in Section 8 below.
Monthly Service Fees for Services added on or before the 15m day of a given month will be charged for that full monthly period and each monthly
period of the Term thereafter, Monthly Service Fees far Services added after the 15th day of a given month will begin to accrue as of the 1a day of
the following month and will be charged for each monthly period of the Tenn thereafter. Monthly Service Fees shall be invoiced promptly following
the end of the calendar month In which the Monthly Service Fees were accrued. Kronos wilt monitor Customer's "Usage' of the Services (as
defined below) in order to calculate the Usage portion of the Monthly Service Fees to be charged. Usage of the Services, depending on
applicable features, components, or services, shall be priced as Identified on the Order Form either on a: (a) per month basis; (b) per active
employee (herein -Active Employee") per month usage basis; or, (c) per transaction basis (e.g.: pay statement). For purposes of the Agreement,
an employee shall be deemed an Active Employee during any applicable biding period If through the Services: (I) time has been entered for
such employee; (ii} records have been Included for such employee for the purpose of processing payroll; (111) records have been included for such
employee within an import/export process; (iv) such employee has accessed the Services, regardless of the purpose; (v) benefit time has been
accrued for such employee; (vi) human resource reporting has been performed for or on such employee; or, (vit) such employee has been marked
as an 'Active' status during the period.
2.3 Customer agrees that except in those circumstances in which Customer is entitled to invoke the termination for cause provision set forth in
Section 1.3 above. In consideration of Kronos' delivery of the Services on a variable fee basis, Customer agrees to pay Kronos each month during
the Term In which charges accrue no tees than the minimum monthly fees ("Minimum Monthly Fees') as Identified on the Order Form, The
Minimum Monthly Fees shall be calculated by Kronor based on Customer's anticipated monthly Usage of the Services plus Equipment rental
fees, if any. In the event that Customer does not reach the anticipated Usage upon which the Minimum Monthly Fees was based for any given
month during the Tenn, Customer shall remain responsible for paying the Minimum Monthly Fees for that month. If an Order Form or the
Agreement is suspended by Kronor for non-payment or otherwise terminated by Kronos for cause, Customer shall remain gable to pay the
applicable Minimums Monthly Fees up to and Including the last day of the month in which the effective date of termination occurs.
2.4 N any amount owing under this or any other agreement for Services is 30 or more days overdue, Kronor may, without limiting its other rights
and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations became immediately due and payable, and
suspend Services until such amounts are paid in fug. Kronor will provide at least 7 days' prior notice that Customer's account nt is overdue before
suspending Services.
2.5 Deleted Intentionally.
25
3. UCENSE TO USE
3.1 Subject to the terms and conditions of this Section E, Kronos hereby grants Customer during the Term a limited, revocable, non-exclusive,
non transferable. non -assignable license to use for Internal business purposes only: a) the Kronos application(s) and related services, including
applicable Services description documentation and training materials (the "Documentation"); and, b) any embedded third party software, librarbs,
or other components, which collectively comprise the Services. The Services contain proprletmy trade secret technology of Kronos. Unauthorized
use and/or copying of such Services are prohibited by law, including United States and foreign copyright taw. Customer may use the software
Included in the Services In object code form onty, and shah not reverse compile, disassemble or otherwise convert such software Into uncomplted
or unassemblad code. Customer acknowledges and agrees that the license to use the Services is limited based upon authorized Usage and the
amount of the Monthly Service Fees to be paid by Customer. Customer agrees to use only the modules and/or features descried on the Order
Form. Customer agrees not to use any other modules o features unless Customer has licensed such addttfonal modules or features. Customer
may not reticence or sublicense the Services, or otherwise permit use of the Services Occluding timesharing or networking use) by any thud party.
Customer may not provide service bureau or other data processing services that make use of the Services without the express prior written
consent of Kronos. No license, fight, or interest In any Kronos trademark, trade name, or service mark, or those of Kronos' licensors or third party
suppliers ('Suppiers1, Is granted hereunder.
3.2 Customer may authorize its third party contractors and consultants to access the Services on an as needed basis, provided Customer a)
abides by its obligations to protect confidential Information; b) remains responsible for all such third party usage and compliance with this Section
E of this Attachment and c) does not provide such access to a competitor of Kronos who provides workforce management services.
3.3 Customer agrees and acknowledges that Kronos retains ownership of all right, title and interest to the Services, al of which are protected by
copyright and other intellectual property rights, and that, other than the express licenses granted herein, Customer shall not obtain or claim any
rights In or ownership Interest to the Services or any associated Intellectual property rights therein. Customer agrees to comply with al copyright
and other Intellectual property rights notices contained on or In any information obtained or accessed by Customer through the Services.
3.4 Kronos will make updates and upgrades to the Services (tools, utilities, improvements, third party applications, general enhancements)
available to Customer at no charge as they are released generally to its customers. Customer agrees to receive those updates automatically as
part of the Services. Kronos also may offer new products and/or services to Customer at an additional charge. Customer shalt have the option of
purchasing such new products and/or services under a separate Order Form.
3.5 Kronos reserves the right to change or discontinue the Services, In whole or In part, including but not limited to, the Internet based services,
technical support options, and other Services -related policies. Customer's continued use of the Services after Kronor posts or otherwise notifies
Customer of any changes indicates Customer's agreement to those changes.
4. ACCEPTABLE USE
4.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons
authorized to have such access shall take any action that would be in violation of this Section E.
4.2 Customer represents and warrants to Kronor that Customer has the right to publish and disclose Customer's data and other content
("Customer Content') In connection with the Services, Customer represents and warrants to Kronos that the Customer Content will not (a)
infringe or violate any third -party right, including (but not limited to) intellectual property, privacy, or publicity rights; (b) be abusive, profane, or
offenses to a reasonable person; or, (c) be hateful or threatening.
4.3 Customer will not (a) use, or allow the use of, the Services or Customer Content in contravention of any federal, state, local, foreign or other
applicable law, or mules or regulations of regulatory or administrative organizations; (b) introduce into the Services any virus or other code o
routine intended to disrupt or damage the Services, or after, damage, delete, retrieve or record information about the Services or ks users; (c)
excessively overload the Kronos systems used to provide the Services; (d) perform any security Integrity review, penetration test, load test, denial
of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (d)
otherwise act in a fraudulent, malicious or negligent manner when using the Services.
5. CONNECTIVITY AND ACCESS
5.1 Customer acknowledges that It shalt (a) be responsible for securing, paying for, and maintaining connectivity to the Services (Including any
and ail related hardware, software, third party services and related equipment and components); (b) provide Kronos and its representatives
with such physical or remote access to Customer's computer and network environment as Kronos deems reasonably necessary in order for
Kronos to perform its obligations under this Section E of this Agreement. Kronos is hereby (I) granted access to such Customer data to perform
its obligations under this Section E of this Agreement and (d) authorized to audit the number of Active Employee counts or other transactions
that have occurred to measure Usage ; (Ili) make all necessary arrangements as may be required to provide such physical access to
Customer's computer and network environment If necessary for Kronos to perform its obligations under this Section E of this Attachment.
5.2 Customer shall be fuly responsible for all access requirements hnposed by law, rule, regulation or contract In order for Kronos to deliver the
Services pursuant to the terms of this Section E of this Agreement. Customer shall provide 30 calendar days advance written notice to Kronos
of any change, modifrcation, or reconfiguration of components or elements of the Customer's computer and network environment which may, In
any manner, affect Customer's access to the Services.
6. SUPPORT
a) Implementation. Kronos will configure the Services utilizing scheduled remote resources. Software module coniguration wilt be based
on intonnation and work flows obtained from Customer during the discovery portion of the implementation. Customer shall provide
Kronos with necessary configuration -related information in a timely manner to ensure that mutually agreed Implementation schedules
are met. Kronos and Customer's Implementation responsibltit$es are described more specifically in the Services Impiementatkel
Guideline set forth
at: j•tip,//www kronos corn/products/workforce•readvtimolementation-auidlines asox .In the event of inconsistencies between the
Services implementation Guideline and this Agreement, the Agreement shall prevail.
26
b) Depot Exchange Services for Equipment. As needed, Kronoe will send a replacement for Equipment rented (in accordance with
Section 8 below) on an advance exchange basic by next -business -day deflvery, when available. When Customer receives replacement
Equipment, Customer shall retum the defective unit to trews for repair. Equipment support also Includes Customer access to
Equipment service packs via the Kronos Customer Portal.
c) Standard Support Kronos will provide telephone support 8:00 a.m. to 5:00 p.m., local this, Monday — Friday. Customers also shall be
provided the capability to log questions online vla the Kronos Customer Portal.
d) Educational Materials and Content Customer will have access to certain educational materials and content (the 'Educational Content")
within the Services. Customer recognizes and agrees that the EduaUonal Content is copyrighted by Kronas, Customer is permdted to
make copies of the Educational Content provided In 'pdf form solely for Customer's internal training purposes and may not disclose
such Educational Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change,
after, customize or vary the Educational Content without the written consent of Kronos, provided that Customer may download and
modify contents of Training Kits solely for Customer's internal use.
7. CUSTOMER CONTENT
Customer shall own ad Customer Content and posts or other inputs into the Services by Customer or others acting on behalf of or through
Customer, Including but not limited to Information, data (such as payroll data, vacation time, and hours worked), logos, text, multimedia images
(e.g. graphics, audio and video lass), compfatlons or any other content shared or processed through the Services. Kronos acknowledges that ail
such Customer Content is deemed to be the Confidential Information of Customer. Notwithstanding the foregoing, Customer grants Kronor
permission to combine Customer's business data with that of other Customers In a manner that does not identity the Customer or any Indhvkluel In
order to evaluate and knprove the services Kronos offers to customers. In addition, Kronos may, but shall have no obligation to, monitor
Customer content from tine to time to ensure compliance with this Section E and appikabie law,
8. EQUIPMENT RENTAL
It Customer purchases or rents tine docks or other equipment from Kronos, a description of such Equipment (model and quantity) and the
applicable pricing shall be fisted on the Order Form (the 'Equipment,. Delivery terms for the Equipment are FOB shipping point, prepay and add.
Customer shall bear all risk of toss or damage while the Equipment is In transit to Customer.
8.1 The following additional terms apply only if Customer rents Equipment from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rental and the 'Warranty Period' for such Equipment shall run
cotemninouety with the Temi of the other Services.
b) insurance, Customer shall Insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by
fire. theft, and all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer shah
relieve Customer from Its obligations under this Section E.
c) Location/Replacement. Customer shag not make any alterations or remove the Equipment from the place of original installation without
Kronos' prior written consent. Kronos shah have the right to enter Customer's premises to inspect the Equipment during normal
business hours. Kronos reserves the right, at tts sole discretion and at no additional cost to Customer, to replace any Equipment with
newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as
that being replaced.
d) Ownership. An Equipment shall remain the property of Kronos. All Equipment is, and at all tines shalt remain, separate items of
personal property, notwithstanding their attachment to other equipment or real property. Customer shall not sell or otherwise encumber
the Equipment Customer shall furnish any assurances, written or otherwise, reasonably requested by Kronos to give full effect to the
Intent of terns of this paragraph (d).
e) Equipment Support. Kronos shah provide to Customer the Equipment support services described In Section 6 above. The cost of such
support service shag be Included in the Monthly Services Fees.
Return Of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer agrees that Customer shall disconnect, crate
and return the Equipment to Kronoe within thirty (30) days at Customer's expanse. Equipment will be retumed to Kronos in the same condition as
and when received, reasonable wear and tear excepted. If Customer falls to return Equipment within thls time period, Kronos shall Invoice
Customer far the then list price of the Equipment. Return Of Equipment. Upon termination of the Order Form, Customer agrees that Customer
shall disconnect, crate and return the Equipment to Kronos within thirty (30) days at Customer's expense. Equipment will be returned to Kronos In
the same condition as and when received, reasonable wear and tear excepted. If Customer falls to return Equipment withk► this time period,
Kronos shall Invoice Customer for the then list price of the Equipment
8.2 The following additional terms apply only if Customer purchases Equipment from Kronos:
a) Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carter (FOB — Shipping Point,
Prepay and Add). The 'Warranty Period' for the Equipment shag be for a period of ninety (90) days from such delivery,
b) Equipment Support. Kronos shall provide to Customer the Equipment support services described In Section 6 above B purchased
separately by Customer as Indicated on the applicabie Order Form. If purchased, Equipment support services shall commence upon
expiration of the Warranty Period.
8. SERVICE LEVEL AGREEMENT
Kronos shall: (a) provide bask support for the services at no adddional charge, (b) use commercially reasonable efforts to make the services
available 24 hours a day, 7 days a week, except for. (i) planned downtime (when it shall give at least 8 hours notice via the services and shall
schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, eastern time), or (II) any unavailability
caused by circumstances beyond Kronos° reasonable control, including without limitation, acts of god, ads of government, floods, fires,
earthquakes, ctvd unrest, acts of terror, strikes or other labor problems (other than those Involving Kronos employees), Internet service provider
failures or delays, or denlat of service attacks, and (Ill) provide services in accordance with applicable laws and govemment regulations,.
10. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY
10.1 Kronos represents and warrants that the Services, under normal operation as specified in the Documentation and when used as authorized
herein, will perform substantially In accordance wfth the Documentation during the Term.
10.2 Kronos' obligation and Customers remedy for any breach of the above warranty Is limited to Kronos' reasonable commercial efforts to
correct the non -conforming Services at no addtionai charge to Customer. In the event that Kronos Is unable to correct deficiencies In the
27
Services, after using its commercially reasonable efforts to do so, Customer shall be entitled to terminate the then remaining term of the Order
Form for cause in accordance with Section 1 above as Customer's remedy. Kronos' obligations hereunder for breach of warranty are conditioned
upon Customer notifying Kronor of the material breath in writing, and providing Kronos with sufficient evidence of such non -conformity to enable
Kronos to reproduce and/or verify the same.
10,3 Kronos warrants that all equipment shad be free from defect In materials and workmanship during the warranty period as described in
article 8 above. In the event of a broach of this warranty, customer's exclusive remedy shah be Krona!' repair or replacement of the deficient
equipment, at Kronos' option, provided that customer's use, installation and maintenance thereof have conformed to the published specifications
for such equipment. This warranty Is extended to customer only and shall not apply to any equipment (or parts thereof) In the event of:
a) damage, defects or maltunctions resulting from misuse, accident, neglect. tampering, (Including modification or replacement of any
Kronor components on any boards supplied with the Equipment), unusual physical or etetrical 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 published specifications for such
Equipment; or
c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
EXCEPT AS WARRANTED IN THIS SECTION 10, KRONOS HEREBY DISCLAIMS ALL WARRANTIES. CONDITIONS, GUARANTIES AND
REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS AND IMPLIED. ORAL OR IN WRITING, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND WHETHER OR
NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERROR -FREE OR
UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THiS AGREEMENT, KRONOS MAKES NO WARRANTIES OR
REPRESENTATIONS CONCERNING THE COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED
THEREFROM. KRONOS PROVIDES NO WARRANTY FOR SUPPUER HARDWARE OR SOFTWARE EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED ON AN ORDER FORM.
11.0 DATA SECURITY
11.1 As part of the Services, Kronos shall provide administrative, physical, and technical safeguards for protection of the security, confidentiality
and integrity of Customer data. Customer acknowledges that such safeguards endeavor to mitigate severity incidents, but such incidents may not
be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security -related safeguard as Just one tool
to be used as part of Customer's overall security strategy and not a guarantee of security. Both parties agree to cornet), with all applicable privacy
or data protection statutes, rules, or regulations governing the respective activities of the parties under this Section E.
11.2 As between Customer and Kronos, all personally identifiable data contained in any applications or systems supplied by Kronos, or to which
Kronos has access to under this Section E ('Personalty Identifiable Data') is Customer's Confidential Information and will remain the property of
Customer. Customer represents that to the best of its knowledge such Personalty Identifiable Data supplied to Kmnos is accurate. Customer
hereby consents to the use, processing and/or disclosure of Personally identifiable Data by Kronos and its Suppliers wherever located only for the
purposes desa bed herein and only to the extent such use or processing is necessary for Kronor to cany out its duties and responsibilities under
this Section E or as required by law.
11.3 Prior to Initiation of the Services and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary
privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's industry and which could be Imposed on
Kronos as a result of provision of the Services. Customer will ensure that; (a) the transfer to Kronos and storage of any Personally Identifiable
Data by Kronos or its Supplier's data center, is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain
consents from individuals for such transfer and storage to the extent required under applicable laws and regulations.
11.4 Upon the cessation of the Services, Customer shall be afforded the opportunity to retrieve al Personally Identifiable Data In accordance
with Section 1.5 above.
12. RESPONSABILI1Y OF CUSTOMER
12.1 if notified In writing of any action (and ant prior related claims) brought against Customer based on a claim that the Services infringe or
misappropriate any United States or Canadian copyright or patent, Kronos will Indemnify and hold Customer harmless and defend such action at
its sole cost and expense and pay all costs induding reasonable attorney fees and damages resulting from such claim. Kronos will have sole
control of the defense of any such action and all negotiations for b settlement or compromise. Customer will cooperate fully at Kronos' expense
with Kronos in the defense, settlement or compromise of any such action. In the event that a final injunction is obtained against Customer's use of
the Services by reason of Infringement or misappropriation of a United States or Canadian copyright or patent, or if In Kronos' opinion, the
Services are piney to become the subject of a successful claim of such infringement or misappropriation, Kronos, at Kronos' option and expense,
will use commercially reasonable efforts to (a) procure for Customer the right to continue using the Services as provided In the Agreement, (b)
replace or modify the Services so that they become non -Infringing but remains substantively similar to the affected Services, and if neither (a) or
(b) Is commercially feasible, to (c) terminate the Agreement and the rights granted hereunder after provision of a refund to Customer of the set-up
fees and Monthly Service Fees paid by Customer for the infringing elements of the Services covering the period of their unavailability.
12.2 Kronos shal have no liability to indemnify or defend Customer to the extent the alleged infringement is based on: (a) a modification of the
Services by anyone other than Kronos; (b) use of the Services other than in accordance with the Documentation or as authorized by the
Agreement (c) use of the Services In conjunction with any data, equipment, service or software not provided by Kronos, where the Services
would not otherwise Itself be Infringing or the subject of the Bain; or (d) use of the Services by Customer other than in accordance a with the terms of
the Agreement, Notwithstanding the foregoing, with regard to Infringement claims based upon software created or provided by a licensor to
Kronos or Suppliers, Kronos' maxirnum liability will be to assign to Customer Kronos' or Supplier's recovery rights with respect to such
Infringement claims, (provided that Kronos and/or its Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer in
saekhng such recovery from such licensor).
12.3 Customer shall be responsible for all cost and expense and pay d costs, Including reasonable attorney's fees and damages of Kronos or Its
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Suppliers, if the action is arising from or relating to: (a) employment -related claims arising out of Customer's configuration of the Services; (b)
Customer's modification or combination of the Services with other services, software or equipment not furnished by Kronos, provided that such
Customer modification and/or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer
Content infringes in any manner any Intellectual property right of any third party, or any of the Customer Content contains any material or
information that Is obscene, defamatory, Ilbelous, or slanderous violates any person's right of publicity, privacy or personality, or has otherwtse
caused or resulted In any tort, Injury, damage or harm to any other person. Customer wit have sole control of the defense of any such action and
alt negotiations for Its settlement or compromise. Kronos will cooperate fully at Customer's expense with Customer In the defense, settlement or
compromise of any such action.
13. LIMITATION OF UABILITY
13.1 EXCEPT AS SPECIFICALLY PROVIDED WITHIN THIS AGREEMENT, KRONOS AND ITS SUPPUERS WILL NOT BE LIABLE FOR ANY
INJURIES CAUSED BY THE USE OF THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR FAILURES
OF THE SERVICES.
13.2 EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12 ABOVE, THE TOTAL AGGREGATE
LIABILITY OF KRONOS OR ITS SUPPLIERS TO CUSTOMER AND/OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT
SHALL BE LIMITED TO DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL
TO THE TOTAL NET PAYMENTS RECEIVED BY KRONOS FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE IN WHICH THE CLAIM ARISES.
13.3 IN NO EVENT SHALL KRONOS OR ITS SUPPUERS. THEIR AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO
CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR
ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING
FROM DELAYS, NONDEUVERIES, MISDEUVERIES OR SERVICES INTERRUPTION. HOWEVER CAUSED, ARISING FROM OR RELATED
TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED,
WHETHER BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER LIABILITY
IS ASSERTED IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER KRONOS OR SUPPUER HAS BEEN ADVISED
OF THE POSSIBIUTY OF ANY SUCH LIABILfTY, LOSS OR DAMAGE.
13.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS
DISCLAIMS ANY AND ALL LIABILITY, INCLUDING SUCH UABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY
OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES,
AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SOFTWARE OR
SYSTEMS, OR MACHINE ERROR
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