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HomeMy WebLinkAboutC2015-389 - 9/22/2015 - Approved Order Form Creation Date: 29-Apr-2015 Expiration Date: 30-Sep-2015 Prepared By: Order Type Upgrade Bill To: Attention: Ship To: Attention:David Trevino Tracy Andreadis City of Corpus Christi City of Corpus Christi 1201 Leopard Street 1201 Leopard,MIS Dept.,4th Floor City Hall Basement MIS Corpus Christi,TX 78401 Corpus Christi,TX 78401 Solution ID: 6004003 License Email: exception@kronos.com Primary Contact Name: Tracy Andreadis FOB: Shipping Point Primary Contact Phone: 361-826-3149 Ship Method: Fedex Ground Primary Contact Email: tracya@cctexas.com Freight terms: Prepay&Add Payment Terms: N30 Currency: USD DataCenter Location: US Customer PCNL Initial Term: 36 Months Kronos Contact Kronos Incorporated Information: Renewal Term: One Year 297 Billerica Road Billing Start Date: Date of execution of this document by both parties Chelmsford,MA 01824 978-947-4800 PERPETUAL TO SAAS CONVERSION TABLE Billing Frequency: Annual in Advance Part#/Module License Count PEPM Monthly Service Fee Perpetual License to SaaS Conversion Monthly Service Fee N/A N/A $7,879.03 Workforce Timekeeper Converted License 3,300 $0.00 $0.00 Workforce Manager Converted License 100 $0.00 $0.00 Workforce Integration Manager Converted License 3,300 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Monthly Application Fee $7,879.03 FUTURE CAPACITY ADD PER EMPLOYEE RATES {For a period of 3 years from the date of this Order Form),Customer may purchase additional employee capacity for the Applications set forth herein at the following prices: Part#/Module PEPM Workforce Timekeeper $3.71 Workforce Employee Included Workforce Manager Included Workforce Integration Manager Included Workforce Mobile Employee Included Workforce Mobile Manager Included INCREMENTAL MODULES/CAPACITY ABOVE CONVERTED LICENSE COUNT Billing Frequency: Annual in Advance Part o/Module License Count PEPM Monthly Service Fee Workforce Manager 5 $1.44 $7 20 $0.00 WORKFORCE TELETIME IP,BASE SYSTEM,S LINES 1 $1,980.00 $1,980.00 $0.00 $0.00 $0.00 $0.00 Total Monthly Application Fee $1,987.20 ADDITIONAL ADD-ON SERVICES Billing Frequency: Annual in Advance Monthly Fee Total Monthly Additional Add-On Services Quantity (Per Qty) Service Fee $0.00 $0.00 RENTAL EQUIPMENT Billing Frequency: Annual in Advance Part# /Equipment Rental Quantity Per Unit Rate Monthly Service Fee $0.00 $0.00 Total Monthly Service Fee $0.00 PURCHASED EQUIPMENT Billing Frequency: Invoiced upon signature of the Order Form Part#/Equipment Purchased Quantity Unit Price Total Price 8609000-028 Kronos InTouch 9000 H3,Standard,KR B/C 19 $0.00 $0 00 50 00 Total Equipment Purchased Items $0.00 PURCHASED EQUIPMENT SUPPORT Billing Frequency: Invoiced upon signature of the Order Form Equipment Purchased Support Duration Total Price UNLESS OTHERWISE NOTED ABOVE,EQUIPMENT SUPPORT SERVICES HAS BEEN DECLINED $0.00 Total Equipment Purchased Support $0.00 CLOUD SERVICES Billing Frequency: Annual in Advance Cloud Services Part#/Service Quantity Unit Role Initial Monthly Service Extended Monthly Term Fee(Per Qty) Service Fee 2015-389 $0.00 Total Monthly Services Fee $0.00 9/22/15 Res. 030617 INDEXED Kronos PROFESSIONAL AND EDUCATIONAL SERVICES Billing Frequency: Monthly in Arrears as Delivered Professional Services Part# /Service Offering Hours Rate Role Total Price 9990113-PRO PROFESSIONAL SERVICES WORKFORCE TELETIME IP 11 $185.00 Third Party Provider $2,035.00 9999002-SEV Pro Svcs WFC SaaS Maintenance Conversion 24 $0.00 Project Manager $0.00 9999002-SEV Pro Svcs WFC SaaS Maintenance Conversion 25 $0.00 Application Consultant $0.00 9999002-SEV Pro Svcs WFC SaaS Maintenance Conversion 77 $0.00 Technology Consultant $0.00 $0.00 $0.00 Total Professional Services $2,035.00 Billin.Fr-.uen : Invoiced u•on si:nature of the Order Form KnowledgePass Part# / Service Offering Quantity Unit Price Total Price 8602748-001 KnowledgePass 1 Contract $4,162.50 $4,162.50 $0.00 Billing Frequency: Invoiced upon signature of the Order Form Training Points Quantity Unit Price Total Price 9999716-2 WTK ITT-1501-2500(1 participant) 1,500 $0.90 $1,350.00 BAYG-ILT-Bill-As-You-Go Instructor Lead Training 4,100 $0.90 $3,690.00 $0.00 Total Professional and Educational Services $11,237.50 MISCELLANEOUS PURCHASES Billing Frequency: Invoiced upon signature of the Order Form Part= / Item Quantity Unit Price Total Price 8609001-001 North America Power Kit For Mount Over Outlet-InTouch STD 19 $0.00 $0.00 $0.00 Total Miscellaneous Purchased Items $0.00 SUMMARY Offering Types Summary Total Total Monthly Fees(Application/Add-on Services/Equipment Rental/Cloud Services) $9,866.23 Professional&Educational Fees(Time&Materials) $11,237.50 Equipment Purchased&Support $0.00 Miscellaneous Purchased Items $0.00 Order Notes: Future Capacity and Capacity Added above Converted license counts will be added via the Timekeeper bundle,which includes:Workforce Timekeeper,Workforce Manager 1:10 Ratio,Workforce Employee,Workforce Integration Manager,Workforce Mobile Employee,Workforce Mobile Manager.The costs of any individual Application(s)included in the Timekeeper Bundle(i.e.,Workforce Manager)will be set forth on a mutually agreed upon Order Form based on Kronos'then current list price. Customer agrees that in consideration of the foregoing and discounted pricing,and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,Customer is giving up its right to use Customer's existing Kronos Workforce Central software on a perpetual basis.Customer's existing Kronos Workforce Central software will remain in effect and subject to the license and maintenance agreement for such software for a period of(ninety(90)days)from signature of this document by both parties,at which time Customers license in such software shall terminate.The Kronos Workforce Central Software as a Service Terms and Conditions as agreed upon by Customer and Kronos apply to the WFC Applications set forth on this order.As of the Billing Start Date,Kronos will credit any pre-paid but unused fees for support and maintenance for such perpetual software licenses to be applied against amounts owed by Customer to Kronos hereunder until such pre-paid but unused fees are expended. City of Corpus Christi • /I Kronor ��q/ ` signatNure: 'aC' V • Signature:�..., j61,11:-OCC C ame: • R Name: frc Title: � r Title: ' Effective Date: , Effective Date: CI � Rev.02022015 Ap a roved as to form:W3 �// Or tai Assi (. t City Attorney For City Attorney ATTEST:-1-7-Q—L2--C/e---e-•. 4,"—e-"47, REBECCA HUERTA CITY SECRETARY (18:1)(°1••A 1 ttU'is.'- IT COUNCIL....._..�. � IS SECRETARY WORKFORCE CENTRAL-SOFTWARE AS A SERVICE TERMS AND CONDITIONS City of Corpus Christi(the"Customer")and Kronos agree that the terms and conditions set forth below shall apply to the Kronos supply of the commercially available version of the Workforce Central SaaS Applications in Kronos' hosting environment, the services related thereto, and the sale or rental of Equipment (if any) specified on a Kronos Order Form. The Applications described on the Order Form shall be delivered by means of Customer's permitted access to the Kronos infrastructure hosting such Applications. 1. DEFINITIONS "Agreement"means these terms and conditions and the Order Form(s). "Application(s)" or "SaaS Application(s)" means those Kronos software application programs set forth on an Order Form which are made accessible for Customer to use under the terms of this Agreement. "Billing Start Date" means the date the billing of the Monthly Service Fees commences as indicated on the applicable Order Form. Notwithstanding, Implementation Services provided on a time and material basis are billed monthly as delivered. The Billing Start Date of the Monthly Service Fees for any Services ordered by Customer after the date of this Agreement which are incremental to Customer's then-existing Services shall be the date the applicable Order Form is executed by Kronos and Customer. "Cloud Services" means those services related to Customer's cloud environment such as 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. Cloud Services are described as set forth at: http://www.kronos.com/products/workforce-central-cloud/cloud-guidel ines.aspx "Confidential Information"means any non-public information of a party or its Suppliers relating to such entity's business activities, financial affairs,technology, marketing or sales plans that is disclosed pursuant to this Agreement and reasonably should have been understood by the receiving party, because of(i) legends or other markings,(ii)the circumstances of disclosure or(iii)the nature of the information itself,to be proprietary and confidential to the disclosing party or its Suppliers. "Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the Services. "Documentation"means technical publications published by Kronos relating to the use of the Services or Applications. "Equipment"means the Kronos equipment specified on an Order Form. "Implementation Services"means those professional and educational services provided by Kronos to set up the cloud environment and configure the Applications. Unless otherwise set forth on an Order Form as "a la carte" services (supplemental fixed fee, fixed scope services) or"bill as you go" services (time and material services described in a Statement of Work), Kronos will provide, as part of the Monthly Service Fee for the Applications, the fixed fee, fixed scope Implementation Services described in the Services Implementation Detail set forth at: www.kronos.com/products/workforce-central-saas/implementation- guidlines.aspx "Initial Term"means the initial term of the Services as indicated on the Order Form. "KnowledgePass Content"/"KnowledgePass 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 Term or a Renewal Term,as applicable. "Monthly Service Fee(s)" means the monthly fees described in an Order Form. Monthly Service Fees include fees for usage of the Applications and the Services, Cloud Services as applicable, and Equipment rental,if any. Billing of the Monthly Service Fee(s)commences on the Billing 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 and the fees to be paid by Customer. "Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation. "Renewal Term"means the renewal term of the Services as indicated on the Order Form. 1 SRT KJ 082815 2.1,13.3,13.4 Rev.GL07112015_B03 "Services" means (i) the Cloud Services, (ii) accessibility to the commercially available version of the Applications by means of access to the password protected customer area of a Kronos website, and all such services,items and offerings accessed by Customer therein,and(ii)the Equipment rented hereunder,if any. "Statement of Work", "SOW", "Services Scope Statement" and "SSS" are interchangeable terms referring to a written description of the Implementation Services mutually agreed upon by Kronos and Customer and set forth as"bill as you go"services on the Order Form. "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 Services. "Term"means the Initial Term and any Renewal Terms thereafter. "Training Points"has the meaning ascribed to it in Section 7.6 below. 2. TERM 2.1 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for additional Renewal Terms until terminated in accordance with the provisions hereof. Both parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to sufficient appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item will be actually adopted,that determination being within the sole discretion of the City Council at the time of adoption of each budget.Customer agrees that payment of a renewal invoice by Customer shall represent that Customer has appropriated the funds associated with such Renewal. 2.2 Customer may terminate the Services and this Agreement for convenience upon ninety(90)days prior written notice subject to Customer's payment of the Minimum Contract Value. Kronos may terminate the Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty(60)days prior written notice. 2.3 Either party may terminate the Services and 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 the Services immediately upon notice in the event of any Customer breach of Sections 4(Rights to Use),5(Acceptable Use),or 15(Confidential Information). 2.4 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, 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 Agreement immediately upon written notice to the other party. 2.5 If the Agreement is terminated for any reason: (a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued under this Agreement prior to the effective date of such termination, provided however, if Customer terminates for material breach of the Agreement by Kronos, Kronos shall refund Customer any pre-paid fees for Implementation Services not delivered by Kronos; (b)Customer's right to access and use the Applications shall be revoked and be of no further force or effect and return rented Equipment as provided in Section 9.1 below; (c)No more than fifteen(15)days after termination(or upon Customer's written request at any time during the Term), Kronos will provide to Customer,at no charge to Customer,the Customer Content.After such time period, Kronos shall have no further obligation to store or make available the Customer Content and will securely 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 Kronos with 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. 3. FEES AND PAYMENT 3.1 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, KnowledgePass Education Subscription and such other Kronos offerings, all as set forth on the Order Form. The Monthly Service 2 SRT KJ 082815 2.1,13.3,13.4 Rev.GL07112015 B03 Fees will be invoiced on the frequency set forth on the Order Form("Billing Frequency"). If Customer and Kronos have signed a Statement of Work for the Implementation Services, Implementation Services will be invoiced monthly as delivered unless otherwise indicated on the Order Form. If Kronos is providing Implementation Services in accordance with the Services Implementation Guideline or as "a la carte" services on the Order Form, Kronos will invoice Customer for Implementation Services in advance of providing such Implementation Services unless otherwise indicated on the Order Form. All other Kronos offerings will be invoiced upon execution of the applicable Order Form by Kronos and Customer. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days following date of invoice. All payments shall be sent to the attention of Kronos as specified on the invoice. Except as expressly set forth in this Agreement, all amounts paid to Kronos are non-refundable. Customer is responsible for all applicable federal, state, country, provincial or local taxes relating to the goods and services provided by Kronos hereunder (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos'income or business privilege. 3.2 If any amount owing under this or any other agreement between the parties 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 will provide at least seven(7)days'prior written notice that Customer's account is overdue before suspending Services. 3.3 At the later of(i)one(1)year after the effective date of this Agreement, or(ii)expiration of the Initial Term,and at each annual anniversary of that date thereafter, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent(4%). The increased Monthly Service Fees will be reflected in the monthly invoice following the effective date of such increase without additional notice. As a point of clarification, during the initial three year term, there will be no annual increase in the fees for the same modules and license counts. 3.4 Customer agrees that except if Customer terminates for material breach of the Agreement by Kronos,if Customer has not paid the Minimum Contract Value to Kronos prior to the expiration or termination of the Initial Term or a Renewal Term, as applicable, Customer shall pay within thirty (30) days of the date of such expiration or termination, the difference between the total Monthly Service Fees then paid by Customer for the Initial Term or Renewal Term,as applicable,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 terms and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-assignable right to use during the Term and for internal business purposes only: a) the Applications and related services, including the Documentation; b)training materials and KnowledgePass Content; and, c) any embedded third party software, libraries, or other components,which form a part of the Services. The Services contain proprietary trade secret technology of Kronos and its Suppliers. Unauthorized use and/or copying of such technology are prohibited by law, including United States and foreign copyright law. Customer shall not reverse compile, disassemble or otherwise convert the Applications or other software comprising the Services 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. The JBoss® Enterprise Middleware components of the Service are subject to the end user license agreement found at http://www.redhat.com/licenses/iboss eula.html 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. 4.2 Customer acknowledges and agrees that the right to use the Applications is limited 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, relicense or sublicense the Services, or otherwise permit use of the Services (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 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 through Customer's administrative access privileges on an as needed basis, provided Customer: a) abides by its 3 SRT_KJ_082815_2.1,13.3,13.4 Rev.GL07I 12015_B03 obligations to protect Confidential Information as set forth in this Agreement;b)remains responsible for all 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 intellectual 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 to the Services or Applications 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 complies with applicable laws and regulations. If the Services include the Workforce Payroll Applications or Workforce Absence Management Applications: (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 not release Customer of any professional obligation concerning the preparation and review of any reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc. or these Applications for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents,and (iv) Customer will review any calculations made by using 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 of this Agreement. 5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in connection with the Services. Customer represents and warrants to Kronos that the Customer Content: (a) does not infringe or violate any third-party right, including but not limited to intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a reasonable person,or,(c)is not hateful 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 applicable 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, 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, (f) 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 Kronos and Kronos' representatives with such physical or remote access to Customer's computer and network environment as Kronos deems reasonably necessary in order for Kronos to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations under the Agreement. 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,billed monthly as delivered unless otherwise indicated on the Order Form. Implementation Services described in the Services Implementation Guideline are provided on a fixed fee basis. If Customer requests additional Implementation Services beyond those described in the Services Implementation Guideline, Kronos will create a change order for Customer's review and approval and any additional Implementation Services to be provided by Kronos will be billed as delivered at the then-current Kronos professional services rates. Kronos'configuration of the Applications will be based on information and work flows that Kronos obtains 4 SRT KJ 082815 2.1,13.3,13.4 Rev.GL07I 12015_B03 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. In the event that Kronos is required to travel to Customer's location during the implementation, Customer agrees to pay any travel expenses,such as airfare, lodging, meals and local transportation,plus an administrative fee of ten percent(10%) of the amount of such travel expenses, incurred by Kronos in accordance with the then-current standard Kronos travel and expense policies, which Kronos will provide to Customer upon request. Kronos shall invoice Customer for such travel expenses and payment thereof shall be due net thirty(30)days from date of invoice. 7.2 Additional Services. Customer may engage Kronos to provide other services which may be fixed by activity ("a la carte") or provided on a time and materials basis ("bill as you go") as indicated on the applicable Order Form. 7.3 Support. Kronos will provide 24x7 support for the cloud infrastructure, the availability to the cloud 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 Kronos' customers. Customer agrees that Kronos may install critical security patches and infrastructure updates automatically as part of the Services. Kronos' then-current Support Services Policies shall apply to all Support Services provided by Kronos and may be accessed at: http://www.kronos.com/Support/SupportServicesPolicies.htm ("Support Policies"). In the event of a conflict between the Support Policies and this Agreement,the terms of this Agreement shall prevail. 7.4 Support Services for Equipment. Provided Customer has purchased support services for the Equipment, the following terms shall apply (Depot Exchange support services for rented Equipment are included in the rental fees for such Equipment): (a) Customer may select,as indicated on an Order Form,an Equipment Support Services option offered by the local Kronos entity responsible for supporting the Equipment if and as such offerings are available within the Kronos territory corresponding to the Equipment's location. Kronos shall provide each Equipment Support Services offering as specified herein. (i) Depot Exchange and Depot Repair. If Customer has selected Depot Exchange or Depot Repair Equipment Support Services, the following provisions shall apply: Upon the failure of installed Equipment, Customer shall notify Kronos of such failure and Kronos 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 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 are subject to change. Return and repair procedures for failed 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 Kronos' then-current Support Services Policies. Service packs for the Equipment (as described in subsection(ii)below)are included in both Depot Exchange and Depot Repair Support Services. Depot Exchange: Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange" basis, utilizing 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 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 supplied and promptly return failed Equipment directly to Kronos. Depot Repair: Upon failure of installed Equipment, Customer shall install a Spare Product (as defined below)to replace the failed Equipment. Customer shall then return the failed Equipment, with the required RMA, to the applicable Kronos Depot Repair Center. Customer shall make reasonable efforts to return the failed Equipment using the same or substantially similar packing materials in which the original Equipment was sent. Customer shall also specify the address to 5 SRT KJ 082815 2.1,13.3,13.4 Rev.GL07112015_B03 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. (ii) Device Software Updates Only. If Customer has selected Device Software Equipment Support Services,Customer shall be entitled to receive: (A) Service packs for the Equipment (which may contain system software updates, firmware updates,security updates, and feature enhancements) available for download at Kronos' customer portal. 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.;and (B) Access to the Kronos Support Services Center for the logging of requests for assistance downloading service packs for the Equipment. (b) Warranty. Kronos warrants that all service packs and firmware updates provided under this Agreement 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), at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the specifications. (c) Responsibilities of Customer. It is Customer's responsibility to purchase and retain, at Customer's location and at Customer's sole risk and expense,a sufficient number of spare products("Spare Products") to allow Customer to replace failed Equipment at Customer's locations in order for Customer to continue its operations while repairs are being performed and replacement Equipment is being shipped to Customer. For each of the Depot Exchange and Depot Repair Equipment Support Services options, 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 shall result in a longer turnaround time to Customer.In addition,Customer agrees to: (i) Maintain the Equipment in an environment conforming to the Kronos published specifications for such Equipment; (ii) Not perform self-repairs on the Equipment (i.e., replacing components) without prior written authorization from Kronos; (iii) De-install all failed Equipment and install all replacement Equipment in accordance with Kronos'written installation guidelines; (iv)Ensure that the Equipment is returned to Kronos properly packaged;and (v) Obtain an RMA before returning any Equipment to Kronos and place the RMA clearly and conspicuously on the outside of the shipping package. Customer may only return the specific Equipment authorized by Kronos when issuing the RMA. (d) Delivery. All domestic shipments within the United States are FOB Destination to/from Customer and Kronos with the shipping party bearing all costs and risks of loss, and with title passing upon delivery to the identified destination. All international shipments from Kronos to Customer are DAP (Incoterms 2010) to the applicable Customer location,and are DDP(Incoterms 2010)to the applicable Kronos Depot Repair Center when Customer is shipping to Kronos. Customer is responsible for all duties and taxes when sending Equipment to Kronos. 7.5 KnowledgePass Education Subscription. When KnowledgePass Education Subscription is purchased on an Order Form, Kronos will provide Customer with the KnowledgePass Education Subscription. The KnowledgePass Education Subscription provides access to certain educational offerings provided by Kronos (the "KnowledgePass Content"). Customer recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos. Customer is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Customer's internal use. Customer may not disclose such KnowledgePass Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of Kronos,provided that Customer may download and modify contents of training kits solely for Customer's internal use. 6 SRT_KJ_082815_2.1,13.3,13.4 Rev.GLO7112015_B03 7.6 Training Points. "Training Points" which are purchased by Customer may be redeemed for an equivalent value of instructor-led training sessions offered by Kronos.Training Points may be redeemed only during the Term at any time no more than twelve (12) months after the date of the applicable Order Form, after which time such Training Points shall expire and be of no value. Training Points may not be exchanged for other Kronos products or services. 7.7 Training Courses. When Training Points or training sessions are set forth in an SSS, the SSS applies. When Training Points or training sessions are not set forth in an SSS,as part of the Services,for each SaaS application module included in the Services purchased by Customer, Customer's employees shall be entitled to attend, in the quantity indicated, the corresponding training courses set forth at: www.kronos.com/products/workforce-central-saas/training-guidl ines.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. 7.8 Technical Account Manager. Customers purchasing a Kronos Technical Account Manager("TAM")as indicated on the Order Form shall receive the services of a dedicated, but not exclusive, TAM for one production instance of the Software.Customer will designate up to two primary and three secondary backup technical contacts ("Technical Contacts") to be the sole contacts with the TAM. Upon request, Customer may designate additional and/or backup Technical Contacts. Customer is required to place all primary Technical Contacts through Kronos training for the Applications covered under this Agreement at Customer's expense. 8. CUSTOMER CONTENT Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Kronos may, but shall have no obligation to, monitor Customer Content from time to time to ensure compliance with the Agreement 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 Form. 9.1 Rented Equipment.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 coterminously with the Term of the other Services provided under the Agreement. (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 shall relieve Customer from Customer's obligations under the Agreement. (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. All 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 shall furnish any assurances,written or otherwise,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 termination of the Agreement or the applicable Order Form, Customer shall return, within thirty (30) days of the effective date of termination and at Customer's expense, the Equipment subject to this Section 9.1. 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 7 SRT KJ 082815 2.1,13.3,13.4 Rev.GL07112015 B03 within this time period, upon receiving an invoice from Kronos, Customer shall pay Kronos the then list price of the unreturned Equipment. 9.2 Purchased Equipment. The following terms 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 law). (b) Equipment Support. Kronos shall provide to Customer the Equipment support services described in this Agreement if purchased separately by Customer as indicated on the applicable Order Form. If purchased, Equipment support services have a term of one (1) year commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for additional one year terms on the anniversary of its commencement date ("Renewal Date"), unless either party has given the other thirty (30) days written notification of its intent not to renew. Kronos may change the annual support charges for Equipment support services effective at the end of the initial one(1) year term or effective on the Renewal Date,by giving Customer at least thirty(30)days prior written notification. 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 Kronos' 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 shall be entitled to terminate the then remaining Term of the Agreement as Customer's 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 or verify the same. 11.3 Kronos warrants to 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, Customer's sole and exclusive remedy shall be Kronos' repair or replacement of the deficient Equipment, at Kronos' option, provided that Customer's 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, accident, 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 (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 IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 8 SRT_KJ_082815_2.1,13.3,13.4 Rev.GL07112015_B03 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 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 administrative,physical,and technical safeguards for protection of the security, confidentiality and integrity of Customer data as described at: http://www.kron os.com/prod ucts/workfo rce-centra l-c l o ud/c l o ud-guidelines.asp x Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security-related safeguard as just one tool to be used as part of Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties under the Agreement. 12.2 As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data supplied to Kronos is accurate. Customer hereby consents to the use,processing or disclosure of Personally Identifiable Data by Kronos and Kronos' Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for Kronos to carry out Kronos'duties and responsibilities under the Agreement or as required by law. 12.3 Prior to initiation of the Services under the Agreement 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 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 Parties"), from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a "Claim") alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will indemnify and hold 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 Claim by a court of applicable jurisdiction or as a result of Kronos' settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Services by reason of infringement or misappropriation of such copyright or patent, or if in Kronos' opinion, the Services are likely 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 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 Agreement 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 the Documentation for such Service 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 claim; or(d) use of the Services by Customer other than in accordance 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' maximum liability will be to assign to Customer Kronos' or Supplier's recovery rights 9 SRT_KJ_082815_2.1,13.3,13.4 Rev.GL07112015_803 with respect to such infringement claims,provided that Kronos or Kronos' Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer in seeking such recovery from such licensor. 13.3 To the extent not prohibited by the Texas constitution and the laws of the State of Texas, Customer shall defend Kronos, its Suppliers and their respective directors, officers, employees, agents and independent contractors(collectively,the"Kronos Indemnified Parties")harmless, from and against any and all Claims alleging that: (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 or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party,or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person's right of publicity,privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. Kronos will cooperate fully at Customer's expense with Customer in the defense, settlement or compromise of any such action. Customer will indemnify and hold harmless the Kronos Indemnified Parties against any liabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees)actually awarded to a third party as a result of such Claims by a court of applicable jurisdiction or as a result of Customer's settlement of such a Claim. 13.4 To the extent not prohibited by the Texas constitution and the laws of the State of Texas, the Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice,the purported indemnifying party shall be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the defense,settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense,subject to the indemnifying party's rights above. 14. LIMITATION OF LIABILITY 14.1 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, 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 KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13 ABOVE, THE TOTAL AGGREGATE LIABILITY OF KRONOS OR KRONOS' SUPPLIERS TO CUSTOMER AND/OR ANY THIRD PARTY IN CONNECTION WITH THE 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 (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH SUCH CLAIM ARISES. 14.3 EXCEPT FOR KRONOS' 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 THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE,CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED TO THE SERVICES OR THE 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 SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY,LOSS OR DAMAGE. 14.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY, INCLUDING 10 SRT K.1082815 2.1,13.3,13.4 Rev.GL07112015_B03 WITHOUT LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING WITHOUT LIMITATION VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT,SAAS APPLICATIONS OR SYSTEMS,OR MACHINE ERROR. 15. CONFIDENTIAL INFORMATION 15.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of care and confidentiality,but not less than a reasonable standard of care, which such Party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither Party shall disclose to third parties the other Party's Confidential Information, or use it for any purpose not explicitly authorized herein, without the prior written consent of the other Party. The obligation of confidentiality shall survive for five (5) years after the return of such Confidential Information to the disclosing party or five(5)years after the expiration or termination of the Agreement,whichever is later,as applicable. 15.2 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 have executed a non-disclosure agreement with obligations at least as stringent as this Section 15,or(c)by law,or by a court or governmental agency,or if necessary in any proceeding to establish rights or obligations under the Agreement;provided,the receiving party shall, unless legally prohibited, provide the disclosing 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 15,the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. 15.3 This Agreement imposes no obligation upon either Party with respect to the other Party's Confidential Information which the receiving Party can establish: (a)is or becomes generally known through no breach of the Agreement by the receiving party,or(b)is already known or is independently developed by the receiving party without use of or reference to the Confidential Information. 16. EXPORT Customer understands that any export of the Equipment may require an export license and Customer assumes full responsibility for obtaining such license. Customer must obtain Kronos' prior written consent before exporting the Equipment. 17. GENERAL 17.1 This Agreement shall be governed by and construed in accordance with the laws of the state,province and country in which Kronos is incorporated without regard to any conflict of law provisions. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of the Agreement and waive and"opt out"of the Uniform Computer Information Transactions Act (UCITA), or such other similar law. 17.2 The invalidity or illegality of any provision of the Agreement shall not affect the validity of any other provision.The parties intend for the remaining unaffected provisions to remain in full force and effect. 17.3 Customer shall not assign the Agreement or the rights to use the Services without the prior written consent of Kronos and any purported assignment,without such consent,shall be void. 17.4 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 reasonable control,including but not limited to,acts of war;acts of nature; earthquake; flood; embargo;riot;sabotage; labor 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 controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders therefor,or lack of or delay in transportation(each a"Force Majeure Event"). 17.5 All notices given under the Agreement shall be in writing and sent postage pre-paid, if to Kronos,to the Kronos address on the Order Form,or if to Customer,to the billing address on the Order Form. 17.6 No action,regardless of form, may be brought by either party more than two(2)years after the cause of action has arisen. 11 SRT_KJ_082815_2.1,13.3,13.4 Rev.GL07112015_B03 17.7 The section headings herein are provided for convenience only and have no substantive effect on the construction of the Agreement. 17.8 The parties agree that if the Agreement is accepted by the parties and that acceptance is delivered via fax or electronically delivered via email or the internet it shall constitute a valid and enforceable agreement. 17.9 This Agreement and any information expressly incorporated by reference herein, together with the applicable Order Form, constitute the entire agreement between the parties for the 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 Service or product development direction, potential future Services, products or product enhancements under consideration,Customer is not entitled to any Services,products or product enhancements other than those contained on the Order Form.Customer has not relied on the availability of any future version of the Services (including SaaS Applications or equipment) identified on an Order Form, nor any other future product in executing the Agreement. CUSTOMER AGREES TO THESE TERMS AND CONDITIONS FOR ALL ORDER FORMS FOR THE SERVICES. THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO CONTRACTUALLY BIND CUSTOMER. DATED: 41!23!0 5 CUSTOMER:CITY OF CORPUS CHRISTI KRONOS BY:• • C. 144"." BY: d L A. II 0 NAME: Mairi540 C0 ILOSed NAM a _ 111 _ Cdfqg TITLE: TITL g. 'S Prw(y_f- 40 A,, oved as to form: 45 rid :;L!I� :�.� II r A. Assit City Attorney For CityAttorney Y 12 SRT_KJ_082815_2.1,13.3,13.4 Rev.GL07112015_B03 EXHIBIT A SERVICE LEVEL AGREEMENT(SLA) Service Level Agreement: The Services,in a production environment and as described in the Statement of Work (aka Services Scope Statement), are provided with the service levels described in this Exhibit A. SLAs are only applicable to production environments. SLAs will be available upon Customer's signature of Kronos'Go Live Acceptance Form for Customer's production environment. 99.75%Application Availability Actual Application Availability%=(Monthly Minutes(MM) minus Total Minutes Not Available(TM)) multiplied by 100)and divided by Monthly Minutes(MM),but not including Excluded Events Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer's production environment hosted by Kronos and end when Kronos has restored availability of the 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% Service Credit to be applied to Customer's (as measured in a calendar month) monthly invoice for the affected month <99.75%to 98.75% 10% <98.75%to 98.25% 15% <98.25%to 97.75% 25% <97.75 to 96.75% 35% <96.75 50% "Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the Applications for reasons other than an Excluded Event. "Excluded Event"means any event that results in an Outage and is caused by(a)the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos,including without limitation Customer Content, failures or malfunctions resulting from circuits provided by Customer, any inconsistencies or changes in Customer's source environment,including either intentional or accidental connections or disconnections to the environment; (c) Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation provided during the Maintenance Period defined below; (e)any suspension of the Services in accordance with the terms of the Agreement to which this Exhibit A is attached;(f)the unavailability of required Customer personnel, including as a result of failure to provide Kronos with accurate, current contact information; or(g) using an Application in a manner inconsistent with the product documentation for such Application. "Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary. During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services,which include vital software updates. Kronos will use its commercially reasonable efforts during the Maintenance Period to make the Services available to Customer; however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer contact at least one day in advance of any known downtime so planning can be facilitated by Customer. Currently scheduled Maintenance Periods for the Services are: Monday through Friday 04:00 am—06:00 am(U.S.eastern time) Saturday and Sunday 12:00 am—06:00 am(U.S.eastern time) 13 SRT_KJ_082815_2.1,13.3,13.4 Rev.GL07112015_B03 Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos. "Monthly Minutes(MM)"means the total time,measured in minutes,of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month. "Total Minutes Not Available(TM)"means the total number of minutes during the calendar month that the Services are unavailable as the result of an Outage. Limitations: Service Credits will not be provided if: (a) Customer is in breach or default under the Agreement at the time the Outage occurred; or(b) the Outage results from an Excluded Event. If Kronos does not provide the appropriate Service Credit as due hereunder,Customer must request the Service Credit within sixty (60) calendar days of the conclusion of the month in which the Service Credit accrues. Customer waives any right to Service Credits not requested within this time period. All performance calculations and applicable Service Credits are based on Kronos records and data unless Customer can provide Kronos with clear and convincing evidence to the contrary. The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of doubt,Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating Service Credits. Customer acknowledges that Kronos manages its network traffic in part on the basis of Customer's utilization of the Services and that changes in such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Services than what is contracted with Kronos and such change creates a material and adverse impact on the traffic balance of the Kronos network, as reasonably determined by Kronos,the parties agree to co-operate,in good faith,to resolve the issue. 14 SRT KJ 082815 2.1,13.3,13.4 Rev.GL07112015_B03 KRONOS Statement of Work City of Corpus Christi - 6004003 SaaS Conversion - Workforce Central Upgrade to v8 Sales Executive Sandy Martin Presales Consultant Expiration Date 9/30/2015 Service Portfoio Consultant Debra Darby Customer Name City of Corpus Christi File Name Control ID 2015-17858 SOW Create Date 4/28/2015 Revlslon# 3 Project Type Upgrade Status Pending (c)2015, Kronor Incorporated. All rights reserved. Information within is subject to change without notice. CONFIDENTIAL-Not to be disclosed to third parties without specific written consent from Kronos. 4 KRONOS" 1111 1. PROJECT SCOPE This Statement of Work (also known as the "SOW") documents the agreement between Kronos Incorporated and City of Corpus Christi 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 City of Corpus Christi will be migrating to the Kronos Private Cloud as a Software-as-a-Service ("SaaS") customer. This migration to the Kronos Private Cloud requires the version of the software to be on a more current release. This estimate outlines the anticipated services necessary to perform a like-for-like upgrade of the existing system. As a part of a current SaaS promotional program, certain costs of the upgrade will be absorbed by Kronos. Any items that may require services beyond the inclusions of this program will be outlined in a separate SOW, which will reflect the appropriate costs. The services listed within this SOW are provided at no cost to the City of Corpus Christi as part of the current SaaS program. 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. r-v-�sir 'i , �s,�� ��k�.' ... s r� -+ °.„ Workforce Timekeeper Upgrade 8.0 Workforce Manager Upgrade 8.0 Workforce Integration Manager Upgrade 8.0 Workforce TeleTime IP Upgrade 8.0 Data Collection Upgrade N/A 1.3. PROJECT DURATION Depending upon City of Corpus Christi 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. Estimated Duration of Project 12 Weeks No Charge Workforce Central Upgrade to v7 -SaaS j KRONOS INCORPORATED CONFIDENTIAL Page 2 of 12 t4KRONOSX 2. PROJECT GUIDELINES 2.1. CHANGE CONTROL If the Scope of Services defined in this document changes at any time during the course of this project, Kronos and City of Corpus Christi 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 Corpus Christi 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 Corpus Christi 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 Corpus Christi 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 Corpus Christi 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 Corpus Christi Project Team will attend appropriate Kronos training prior to and while participating in the implementation. City of Corpus Christi understands that Kronos recommends setup of both a DEVELOPMENT and PRODUCTION environment. Commitment from City of Corpus Christi upper management is crucial to the success of the project. Kronos assumes City of Corpus Christi will assign a Project Executive Sponsor.The Executive Sponsor is responsible for implementing the necessary change management for City of Corpus Christi 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. No Charge Workforce Central Upgrade to v7-SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 3 of 12 KRONOS. 111 3. PROJECT MANAGEMENT 3.1. PROJECT PLANNING AND MANAGEMENT Kronos will deliver a project workbook or checklist and facilitate periodic status meetings. Project Management Description Remotely Delivered Project Support Services Average 2 Hours Per Week No Charge Workforce Central Upgrade to v7-SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 4 of 12 KRONOS 4. KRONOS UPGRADE PROCESS 4.1. UPGRADE PHASES AND ACTIVITIES Below is a high-level summary of general upgrade phases and activities, including Kronos and City of Corpus Christi responsibilities. The Kronos and City of Corpus Christi Project Managers will work to coordinate and schedule these and any additional project-specific activities as part of the Plan phase of the project. Plan Phase Activities Resources Responsible Project Initiation Call/Sales to Service Call Kronos PM Introduction Call with the Customer Kronos PM, Kronos Lead TC, Customer Technical Environment Discover(part of Intro Call) Kronos PM, Kronos Lead TC, Customer Provide Technical Readiness Call Agenda and Finalize Date Kronos PM Provide Interface Assessment Agenda and Finalize Date Kronos PM Provide KnowledgePassTM Upgrade Learning Path Kronos PM Engage Education Services for End User Upgrade Education Package Kronos PM Review Training Schedule based on Classes outlined in SOW(if applicable) Kronos PM Create Initial Project Schedule Kronos PM Milestone:Customer Assessment Readiness Assess Phase Activities Resources Responsible Server environment available and Pre-Requisites have been installed Customer IT Schedule Technical Readiness Call with Lead TC Kronos PM Schedule Interface Assessment with Interface AC Kronos PM Conduct Technical Readiness Call with Customer • Discuss Test Upgrade Date • Verify Software Downloads • Verify Licenses Kronos Lead TC, Customer Conduct System Check(may be part of TRC) Lead TC, Customer Conduct Interface Assessment Kronos IC, Customer Confirm Test Upgrade Date Kronos PM, Customer PM Review Project Schedule(and Training Plan, if applicable) Kronos PM, Customer PM Enroll Customer in Courses based on agreed-upon Training Plan Kronos PM Assessment of New Features(if applicable) Kronos AC No Charge Workforce Central Upgrade to v7 -SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 5 of 12 •4KRONOS- Solution BuNd Phase Activities Resources Responsible Perform Test Upgrade Kronos TC Test Clock Communications Kronos TC AC Configuration Test Upgrade • Implement new features, if applicable • Configuration of Clocks and Testing • Configuration of Standard Navigators, if applicable Kronos AC • Validation of Test Upgrade Interface Test Upgrade • Upgrade and deploy interfaces Kronos IC Kronos Unit Testing Kronos Team Attend Training Courses based on agreed-upon Training Plan Customer Testing Team Review Project Schedule Kronos PM Test and Certify Phase Activities Resources Responsible Test Workshop&System Overview • Review New Features(ex. Navigator) • Review Testing Checklist Kronos AC, Customer Validate Test Clock with Upgraded System Customer, Kronos AC Customer Validation Customer Interface Testing Workshop Kronos IC, Customer Kronos Unit Testing Kronos Team Attend Training Courses based on agreed-upon Training Plan Customer Testing Team Review Project Schedule Kronos PM U! sfana Solution Acceptance Deploy and Support Phase Activities Resources Responsible Deployment Readiness • Internal Project Team Go-Live Prep Call • Go-Live Readiness Call/Review Deployment Checklist Customer, Kronos Team Perform Production Upgrade Kronos TC Post-Upgrade Validation Kronos AC, Kronos IC No Charge Workforce Central Upgrade to v7-SaaS KRONOS INCORPORATED CONFIDENTIAL Page 6 of 12 _7 li,,,,, 'PPM Deploy and Support Phase Activities Resources Responsible Customer Validation Customer Go-Live Support • Payroll Processing Support Kronos Team Transition/Project Close Kronos PM, Customer M4esdaver~fiction No Charge Workforce Central Upgrade to v7-SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 7 of 12 •4KRONOS 5. PROJECT SCOPE DETAIL 5.1.APPLICATION BUILDING BLOCKS General Information Number of Employees in Project Scope 3300 Number of Sites(facilities, locations etc.) 1 Decentralized No Unions No Number of Managers that will be supported 330 Workforce Central Technology Factors otal number of environments 2 he database platform will be SQL Server Workforce Central Technology Services Scope • Technical Preparation for Deployment and Support Workforce Timekeeper his product will be implemented in phase 1 Number of Employees within Scope 3300 Workforce Timekeeper Professional Services Scope • Standard Upgrade with core configuration, WDM setup, up to 3 Navigators with 6 widgets per Navigator • Workforce Central Core Technical Upgrade • Workforce Central Architecture Review with Record Retention Configuration • Workforce Central Basic Hardware Sizing • Workforce Central Upgrade—Go-Live Support • 2 Environments:Workforce Central Upgrade Integrations In Scope • Up to 3 Interfaces to be Upgraded Data Collection his product will be implemented in phase 1 Number of Employees within Scope 3300 Data Collection Professional Services Scope • 3 Terminals: Firmware Upgrade No Charge Workforce Central Upgrade to v7-SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 8 of 12 .r: 4 KRONOS- Workforce TeleTime IP This product will be implemented in phase 1 Number of Employees within Scope 3300 Workforce TeleTime IP Professional Services Scope • Workforce TeleTime IP Standard Upgrade No Charge Workforce Central Upgrade to v7-SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 9 of 12 KRONOS' 6. PROJECT COSTS AND RATE SCHEDULES All estimates are quoted in USD. 6.1. PROFESSIONAL SERVICES Role Quantity Unit of Measure Part Number Rate Total Project Manager 24 HR 9999002-SEV $0.00 $0.00 Application Consultant 25 HR 9999002-SEV $0.00 $0.00 Technology Consultant 77 HR 9999002-SEV $0.00 $0.00 Total 126 $0.00 6.2. PROFESSIONAL SERVICES -BY PRODUCT Product/Service Hours Project Management Services 24 Technology Consulting Services 33 Workforce Timekeeper 54 Data Collection 4 Workforce TeleTime IP 11 Total Estimated Services 126 6.3. SOLUTION SUMMARY Service Type Estimated Cost Total Cost to Customer $0.00 No Charge Workforce Central Upgrade to v7-SaaS {KRONOS INCORPORATED CONFIDENTIAL Page 10 of 12 tig0 KRONOS 7. SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE 1 , � < I 15 By: A i Date: Title: ){6cor\ S,a1J-) V This Statement of Work is subject to City of Corpus Christi's agreement with Kronos governing Professional, Education and Cloud Services. By signing below,City of Corpus Christi's authorized representative agrees to purchase the services described herein. ACCEPTED AND AGREED City of Corpus Christi By: all:tow) Date: SerleMbtr 3, I5' Ap i roved as to form:W5 410/ Title:dillep dshj Ad/Mr) , . ...,`.PA. Assist. City Attorn•y 410 For City Attorney City of Corpus Christi may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated.All rights reserved.Copyright 2015. No Cethrge Workforce Central Upgrade to v7-SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 11 of 12 r KRONOS APPENDIX A 1.1. ENGAGEMENT GUIDELINES Please review the Kronos engagement guidelines: http://www.kronos.com/professionalservicesengagementpol icies.aspx No Charge Workforce Central Upgrade to v7-SaaS ( KRONOS INCORPORATED CONFIDENTIAL Page 12of12 1$ KRONOS __________�___ i II $--2,-,7,-Aill Statement of Work City of Corpus Christi - 6004003 SaaS Conversion — Educational Services Sales Executive Sandy Martin Presales Consultant Expiration Date 9/30/2015 Service Portfolio Consultant Debra Darby Customer Name City of Corpus Christi File Name Control ID 2015-17865 SOW Create Date 4/28/2015 Revision# 7 Project Type Educational Courses Status Pending (c)2015, Kronor Incorporated M rights reserved. Ir#ormation within is subject to change without notice. CONFIDENTIAL-Not to be disclosed to third parties without specific written consent from Kronos. •4KRONOS ■ 1. PROJECT SCOPE This Statement of Work (also known as the"SOW") documents the agreement between Kronos Incorporated and City of Corpus Christi 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 City of Corpus Christi will be migrating to the Kronos Private Cloud as a Software-as-a-Service("SaaS")customer. This migration to the Kronos Private Cloud requires the version of the software to be on a more current release. This estimate outlines the anticipated billable services necessary to complete the upgrade of the existing system, but is not part of the SaaS program inclusion. As a part of a current SaaS promotional program, certain costs of the upgrade are absorbed by Kronos, and those services have been outlined in a separate SOW. The items that required services beyond the inclusions of the program have been included within this SOW. 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 Implementation Type Version Workforce TeleTime IP New 8.0 SaaS Conversion-Add New Modules& Education 1 KRONOS INCORPORATED CONFIDENTIAL Page 2 of 8 $4KRONOS 1111 2. PROJECT GUIDELINES 2.1. CHANGE CONTROL If the Scope of Services defined in this document changes at any time during the course of this project, Kronos and City of Corpus Christi 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 Corpus Christi 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 Corpus Christi 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 Corpus Christi 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 Corpus Christi 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 Corpus Christi Project Team will attend appropriate Kronos training prior to and while participating in the implementation. City of Corpus Christi understands that Kronos recommends setup of both a DEVELOPMENT and PRODUCTION environment. Commitment from City of Corpus Christi upper management is crucial to the success of the project. Kronos assumes City of Corpus Christi will assign a Project Executive Sponsor. The Executive Sponsor is responsible for implementing the necessary change management for City of Corpus Christi 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. SaaS Conversion-Add New Modules&Education I KRONOS INCORPORATED CONFIDENTIAL Page 3 of 8 KRONOS ` 3. PROJECT SCOPE DETAIL 3.1.APPLICATION BUILDING BLOCKS General Information Number of Employees in Project Scope 3300 Number of Sites(facilities, locations etc.) 1 Decentralized No Number of Managers that will be supported 330 Workforce TeleTlme IP This product will be implemented in phase 1 Number of Employees within Scope 3300 Workforce TeleTime IP Professional Services Scope • Workforce TeleTime IP—3 d Party Provider Services SaaS Conversion-Add New Modules&Education I KRONOS INCORPORATED CONFIDENTIAL Page 4 of 8 KRONOS 4. EDUCATIONAL SERVICES 4.1. INTRODUCTION As part of your overall solution, Kronos Educational Services are included to help secure maximum user adoption. Kronos Educational Services has included an education strategy to train the implementation, functional and technical project team members and end users. The curriculum is structured by employee job role to ensure that each member of your team who interacts with the application has a clear learning path designed to develop knowledge in a logical sequence. 4.2. PROJECT TEAM TRAINING Course Name #of Seals/City Unit of Measure Points Total Pow WFC Administering Navigators 2 Seat 600 1200 WFC Administering the Application 2 Seat 1200 2400 WIM Upgrading from Connect 6.0 to WIM 8.0 1 Seat 500 500 4.3. END USER TRAINING Service Name Quantity Unit of Measure WFC Employee User Adoption Kit 1 Unlimited WTK Train-the-Trainer 1501-2500, 1 participant 1 Program SaaS Conversion-Add New Modules&Education ( KRONOS INCORPORATED CONFIDENTIAL Page 5 of 8 KRONOS 5. PROJECT COSTS AND RATE SCHEDULES All estimates are quoted in USD. 5.1. PROFESSIONAL SERVICES -BY ROLE Role Quantity Unit of Measure Part Number Rate Total Third Party Provider-WF TeleTime IP 11 HR 9990113-PRO $185.00 $2,035.00 Total 11 $2,035.00 5.2 EDUCATIONAL SERVICES Product Name Part Number Quantity Unit of Measure Rate Total KnowledgePassTM 8602748-001 1 EA $4,162.50 $4,162.50 Bill-As-You-Go Instructor Lead Training BAYG-I LT 4100 PTS $0.90 $3,690.00 WTK TTf- 1501-2500(1 participant) 9999716-2 1500 PTS $0.90 $1,350.00 Total Estimated Educational Services $9,202.50 5.3. SOLUTION SUMMARY Service Type Estimated Cost Professional Services $2,035.00 Educational Services $9,202.50 Total Estimated Investment $11,237.50 SaaS Conversion-Add New Modules&Education 1 KRONOS INCORPORATED CONFIDENTIAL Page 6 of 8 t4KRONOSr 111 6. SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE By: Date: k lS Title l a c8/ xôo+ - This Statement of Work is subject to City of Corpus Christi's agreement with Kronos governing Professional, Education and Cloud Services. By signing below,City of Corpus Christi's authorized representative agrees to purchase the services described herein. ACCEPTED AND AGREED City of Corpus Christi - , km&er .3 �'o 15 By: CIJD ' Date: Approved as to form:a/ /5 Cdij Milk Title: �// _ .-��i►/ 1 oi/1 24Pildij Assis City Attorney For City Attorney City of Corpus Christi may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated.All rights reserved.Copyright 2015. SaaS Conversion-Add New Modules&Education I KRONOS INCORPORATED CONFIDENTIAL Page 7 of 8 f •4 KRONOS APPENDIX A 1.1. ENGAGEMENT GUIDELINES Please review the Kronos engagement guidelines: http://www.kronos.com/professionalservicesengagementpolicies.aspx SaaS Conversion-Add New Modules& Education I KRONOS INCORPORATED CONFIDENTIAL Page 8 of 8