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HomeMy WebLinkAboutKronos Contract Ma y.18.2013 1 R . 2 01 3 11 :1 3 PM PAGE . 1/ 1 Y E- Verify Affidavit Pursuant to Indiana Code 22- 5- 1.7 -11, the Contractor entering into a contract with the City is required to enroll in and verify the work eligibility status of all its newly hired employees through the E- Verify program. The Contractor is riot required to verify the work eligibility status of all its newly hired employees through the E- Verify program if the E- Verity program no lorigrr exists. The undersigned, on behalf of the Contractor, being first duly sworn, deposes and states that the Contractor does not knowingly employ an unauthorized rilieri. The -undersigned further affirms that, prior to entering into its contract with the City, the undersigned Contractor will unroll in and agrees to verily the work eligibility status of all its newly hired employees through the E- Verify program. (Conti actor): Kronos Incorporated By (Written Signature): ._ .__., " (Printer Na[22c); : • A. Q . A (\,,,Lck ._. (Title): FO _ ....... - . Jt1z - Nr,lrr,. si rncrtur ^e find Seal Re aired in tie. Sfoltc: f3elnt4J STATE OF ..rM.~$a _o. g1t. _.....____ -._. SS: COUNTY OF Middlesex ( ) . Subscribed and sworn to bei me this . Y day of May 2013 . N 5'. expires: ll (Signed) �^' ! My t:Lir12[12r53rt�I} C.X�111 C�. August 22 2094 { �, ) Resitting in Middlesex County, State ef._ Massachusetts _.._.•_,. ..... a ...„. ... , DEBORAH L. HENDERSON Notary Public i ) COMMONWEALTH OF MASSACHUSETTS U / My Commission Expires 1 August 22, 2014 i .. _. . _ ._. _ -- — — 05/20/2013 1 1 :12AM (GMT-04:00) 1 1. • KRONOS LEASE SCHEDULE Quote#: 365135 - 1 Order Type: Standard US Expires: 24- MAY -2013 Date: 21- MAY -2013 Prepared By: DeWitt, Jessica Lee Page: 1/2 Bill To: Attn:MORGANA LANDRUM Ship To: Attn:MORGANA LANDRUM CITY OF JEFFERSONVILLE CITY OF JEFFERSONVILLE 500 QUARTERMASTER COURT 500 QUARTERMASTER COURT JEFFERSONVILLE JEFFERSONVILLE IN 47130 IN 47130 United States United States Solution ID: 6113284 Contact: Morgana Landrum Email: mlandrum @cityofjeff.net Payment Terms: N30 FOB: Shipping Point Currency: USD Ship Method: Customer PO Number: Freight Term: Prepay & Add Order Notes: Contact Information: Morgana Landrum 812 -280 -3253 mlandrum @cityofjeff.net Professional services are on quote 365479 Kronos agrees to provide Customer 6 months of no cost software support maintenance at the Level of support indicated on this Order Form. The value of such free software support maintenance is $1,585.00. Upon expiration of the first 6 months of support, a renewal will be generated at the annualized rate subject to the terms of the agreement. Kronos Leasing 901201 Lease Term: 36 Months Purchase Option: $1.00 Lease Schedule # # of Payments: 36 Lease Billing Period: Monthly Total Periodic Lease Charges: $1,322.83 Advance Payment: $1 to be applied to the first payment. Security Deposit: N/A Lease Commencement Date (60 days after shipment) August 1, 2013 Your Kronos solution includes: SOFTWARE w 4 p� p y '.• ,, :�. c`".' - 'u S �,w. . 'gyp' �� ia E '� ; le °. '. �3ai.T�,.k� lctw . E .�,.• ,t`� a y'�. r,35t'�. v WORKFORCE TIMEKEEPER V6 400 WORKFORCE MANAGER V6 20 WORKFORCE EMPLOYEE V6 250 WORKFORCE INTEGRATION MANAGER V6 400 WORKFORCE INTEGRATION MANAGER V6 TO TELESTAFF V2 Total Price $14,412.00 "Includes applicable software media Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford. MA 01824 (800) 725 -1561 (978) 250 -9800 www kronos.corn m KRONOSy Quote #: 365135 - 1 Page: 2/2 EQUIPMENT �, r i 'w+" m r .r s++�.s"'7u fht'N'�sa?"�"T��. .€ na. t o .f;Ae. ,`aba +z' a� % "�_ a�.,'n.'d r.b..- w....:.' w:::........+..r.a..,;.._d,. n: ;c�.,,:•.,...:.:��_sr_ �n-:a. r.✓�"......;:; .�.nf.�.1R_.T m• M o afr .+dL _ _ :. KRONOS INTOUCH 9000 H2,STANDARD,KR B/C 12 $21,600.00 NORTH AMERICA POWER KIT FOR EXTERNAL OUTLET, INTOUCH STD 12 $0.00 Total Price $21,600.00 SUPPORT SERVICES .';t ..��'a"'3'`d ^V��L 5w�'y ,� dr �$ y f 3 i �� .-zxM x 1 a.5''. r »'R +.. «I r - y "ev ,. I !' g . {(J I M 'f , ry ' ,h YM1 ?`v ! x• �' Q Ft. ''� N.� y .. Eli �:o Y a " :t`} . .� n. 1;. N {.Hwy �,� � � ,.� v- .Al.�+�,.,:.,�sx::,cr`.�4 ?.e�i ��.;r"'�«a?�, ... :'� , .'.'`.,.:. :r C J . - .::y.� - ... -r.; �W...{ t, .r .r - r`�an+.Y � GOLD SUPPORT SERVICE 3 YR $9,510.00 EXTENDED SOFTWARE WARRANTY 6 MON $0.00 UNLESS OTHERWISE NOTED ABOVE, EQUIPMENT SUPPORT SERVICES HAVE SEEN $0.00 DECLINED. Total Price $9,510.00 *Support values listed above are total for all applicable products in each section of this Order Form PROFESSIONAL SERVICES 1 EDUCATIONAL SERVICES �-.. t � � f„ r 'C° . ;. :� �,>d ' t'+ t .:'3Krt,. '� V n Tr„e,y: �.. 4 r . r � -...0 . _1 . va; , rs- �`r• «,z w '? .. Y rs rx . � .:� � �: r'�� nR� .ors: ..,�y.- ..? � ° f �.7 t' x �.� • � ��'vE�'� ors fi�a-� a�:,m::°ra a. t„�.. +t� r rz t 't�3` � t ,,, 1....:'�.,, S ...� fl P - - > P .:�: Y f v :.q t .. s:+^�'Cc , :c..€° b�'iv� �' P t a� a: ?sk ::. 'i .' ,'fa < � �", F .,. KNOWLEDGE PASS 1 Each $0.00 $0.00 ED SERVICES SUBSCRIPTION 1 Contract $2,100.00 $2,100.00 Total Price $2,100.00 QUOTE SUMMARY - ...,.,,... ,. ..... ..., .. . , s , ;.. ' *' S '. : " °T'p;, . - w �vx" - s erg ' .rr !r .� nt 'rx' .a:, w,. .a. d sue' , r.,N Ss .- nt.. .x� &x ou8:r ..t.7k,..a.PV_„ G,r � 1�. s t" .,5. � a. y ,...k� rr.` '..1 t s r .:s..s f. -w ?.. S..' ,.y .( -. *` ,+, ,,!icrF: ^. �3 � z�'tf�� ..r �. r s,' �,e .•ta<, � r s' F .fir ��':�, r �'� ,�_ . w�� ', ; nf B� e o f ' e1"�33�r �irN r : x �� c a abai K ., a M .. r °: air ;4 �"' z y� . t t .i�`, a ..3!`,...�w $ ' °, :4. Mri. i: 14 Total Amount Financed $47,622.00 Customer agrees the , easing Agreement # 9°12 is deemed part of and incorporated by reference into this Lease Schedule. CITY OF JEFF?` .NIECE Kronos Incorporated Signature: \ j 0 Signature: 11 _ _.. __.__a____ Name: V U CI 4... Name: _ ucl e. Title: Nat d. Title: V e _ rt Effective Date: 3 ~'?--2 - 1 3 Effective Date: _.._.. i2S, The ,JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http: // www. redhat. conm7icenses /jboss_eule. html. Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford MA 01824 (800) 225 -1561 (978) 250 -9800 www kronos.con? KRO NOS' LEASE SCHEDULE Quote #: 358770 - 1 Order Type: Standard US Expires: 24- MAY -2013 Date: 13- MAY -2013 Prepared By: DeWitt, Jessica Lee Page: 1/2 Bill To: Attn:AMY DEERING Ship To: Attn:AMY DEERING JEFFERSONVILLE FIRE JEFFERSONVILLE FIRE 2204 EAST TENTH STREET 2204 EAST TENTH STREET JEFFERSONVILLE JEFFERSONVILLE IN47130 IN47130 United States United States Solution ID: 6113285 Contact: Amy Deering Email: adeering @cityofjeff,net Payment Terms: N30 FOB: Shipping Point Currency: USD Ship Method: Customer PO Number: Freight Term: Prepay & Add Order Notes: Contact Information: Amy Deering 812- 285 -6400 edeering @cityofjeff.net The first year of TeleStaff Web Access is provided at no charge for the twelve (12) month period following delivery of the Software. The value of the first year annual TeleStaff Web Access is $1,254.40. Upon expiration of the first 12 months of TeleStaff Web Access, a renewal will be generated per the terms of the agreement. Kronos agrees to provide Customer 6 months of no cost software support maintenance at the level of support indicated on this Order Form. The value of such free software support maintenance is $2,457.50. Upon expiration of the first 6 months of support, a renewal will be generated at the annualized rate subject to the terms of the agreement. Kronos Leasing 901202 Lease Term: 36 Months Purchase Option: $1.00 Lease Schedule # tt of Payments: 36 Lease Billing Period: Monthly Total Periodic Lease Charges: $1,673.40 Advance Payment: $1,673.40 to be applied to the first payment. Security Deposit: N/A Lease Commencement Date (60 days after shipment) August 1, 2013 Your Kronos solution includes: SOFTWARE . ✓: ;. K:r v.,, i $ hn.. ,.:.� ,,a ,..... J. jt _ K;: � ,y y ," .'`�"��` ,«L , ✓' :C.. '.,'• .� a � r- '4 .,_ G �';z x �' .r 2.k1 �' a . n /a<' -: r: � St 1 ,.,; ,, -. n { .x, ? -4. . ^y- ii '@' ��- .sa .� -"�.. s i t' ..`, L C'ri.,:%.%J'-(• 1! t� i M ,j Z <. r.. ���:. .... ., ... ���'��. - .d'vru.�:3:�...��tmy�'^`!;��,`� ._ TELESTAFF ENTERPRISE V2 80 TELESTAFF AUCTIONS V2 80 TELESTAFF GATEWAY MANAGER V2 1 TELESTAFF WEB TIMECARD V2 -_ �---- - - - - -- — - - -- — . TELESTAFF WEB ACCESS V2 - TSG HOSTED 80 TELESTAFF DATABASE SYBASE LICENSE - BASE SERVER — _ m 1 TELESTAFF DATABASE SYBASE LICENSE - CONCURRENT LICENSE 3 0.00 0,1 i l P t Toarce $26 2 __.-. 6 . 'Includes applicable software media Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225.1561 (978) 250 -9800 www.kronos.corn jKRONOS7 -- - Quote #: 358770 - 1 Page: 2/2 EQUIPMENT if r &, x �,2 a>S° r •r ✓Y '3 ? "; m '3s G."' N o�.>rm .. F.. sn.a>. .. s a �-: . - :,, , g "�; : .. ��.. A:A .r.9a.' I o ° ?"`nf. .-a c'� "� ; ib^.�, ,r,?, '.u>.�., $ m e DONGLE,4 PORT 1 $900.00 Total Price $900.00 SUPPORT SERVICES 4,;' at .4,'*:;+. C;n�„s ?' , . rz h �541y ,��•'r t�. ar '�< .C.» .r'+ ti y t r '' F ' ..�'u .: 'y' w,:a g 3'car � ; >'� F� V• z: ` rss�.. ;`=' • � i.. � .: x..�7� ,��.'8'. t ...e f 3�X ; ','�. � �� 4,c�:we.... d 1?.,w.. ups:.. Ly^ xsy .3,. >"k�,:= ��x....d.....,R'C�s 1...,' ... ,cti.�'. 5a � •�'�...s`,� k.si' � � t . PLATINUM SUPPORT SERVICE 3 YR $14,745,00 EXTENDED SOFTWARE WARRANTY 6 MON $0'00 Total Price $14,745.00 "Support values listed above are total for all applicable products in each section of this Order Form PROFESSIONAL SERVICES / EDUCATIONAL SERVICES f >. Y ;..,r2 x.SYMia na r A£� 4. _. ,..,• , :yo - •ac PROFESSIONAL SERVICES - BASE DEPLOYMENT TELESTAFF 112.5 Hours $95.00 $10,687,50 Application Consultant 112.5 Hours $95.00 PROFESSIONAL SERVICES - AUCTIONS CONFIG DEPLOYMENT 12 Hours $125,00 51,500.00 TELESTAFF Solution Consultant 12 Hours $125.00 PROFESSIONAL SERVICES - ADVANCED CONFIGURATION TELESTAFF 98 Hours - $125.00 $12,250.00 Solution Consultant 98 Hours $125.00 Total Price $24,437.50 . n f o .A , h. ' . WEB ACCESS 1 50.00 Total Price $0.00 QUOTE SUMMARY .,a.- ;�' . e: � � x ,:.7:. .� "ice- ,'.�...'.•,.. ,n :ti..., ,r< Yr. � �c°�..` a; q t�s y �,.r o �,�. r� ,'�a t r ... : . = `` ' s` �' � , S S <a..; �.z.. , .. �¢�. � ! Q , �Q� � tom~ N .A&' ,.'�r.. . Y. ' 'F v. i .�! ,r',. ; ,g�" i�� :' e§.} �>. § 2 ,N . T�9: i : t w 4i'> ' "•S°' EO +: , .: 4 y �?Y 1 0 { {��, 6 � e: 1xh ' $. �{ 'a'k?A- •4x+...bs.'rs . i . I'v'�. 7kx1,i�- ••m.:'d rw;.. #f .,.�iH.. n.... .J. ..F+'7a•.r V Y d .k��A °M ;,r 4.�: S+3i - C����1�� f�.ASk� . :�i \�,i�d.. 1.� :dvrF'JL v a .'�H' >'5�.. _..e±•. Total Amount Financed 1 _ $60,242.50 Customer agrees th 't Leasing Agreement tt 9 012 rs deemed part of and incorporated by reference into this Lease Schedule JEFFERSONVI L IRE Kronos Incorporated Signature: ' -- -_ - -.� Signature: ZIC._— Name: \ a \ Ob(- _ _ — Name: f Laxie 3\K Title: C,A. , ( Title: CV Y t ► le -1, Leo c) " ) i 3 _- Effective Date: �" � - �Z..� � � E ffective Date: �_ 1 The JBosse Enterprise Middteware components embedded in the Software are subject to the End User License Agreement found at http: /iwww redhat corn /licenses /jboss_eula.html. Kronos 1 Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring ° Labor Analyiics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 22.5 -1561 (9; 8) 250 -9800 www kronos cone KRONOS LEASE SCHEDULE Quote #: 358769 - 1 Order Type: Standard US Expires: 24- MAY -2013 Date: 13- MAY -2013 Prepared By: DeWitt, Jessica Lee Page: 1/2 Bill To: Attn:AMY DEERING Ship To: Attn:AMY DEERING JEFFERSONVILLE POLICE JEFFERSONVILLE POLICE 500 QUARTERMASTER COURT, SUITE 135 500 QUARTERMASTER COURT, SUITE 135 JEFFERSONVILLE JEFFERSONVILLE IN 47130 IN 47130 United States United States Solution ID: 6113286 Contact: Amy Deering Email: adeering@cityofjeff.net cityofjeff.net Payment Terms: N30 FOB: Shipping Point Currency: USD Ship Method: Customer PO Number: Freight Term: Prepay & Add Order Notes: Contact Information: Amy Deering 812- 285 -6400 adeering@cityofjeff.net The first year of TeleStaff Web Access is provided at no charge for the twelve (12) month period following delivery of the Software, The value of the first year annual TeleStaff Web Access is $1,254.40. Upon expiration of the first 12 months of TeleStaff Web Access, a renewal will be generated per the terms of the agreement. Kronos agrees to provide Customer 6 months of no cost software support maintenance at the level of support indicated on this Order Form. The value of such free software support maintenance is $1,832.50, Upon expiration of the first 6 months of support, a renewal will he generated at the annualized rate subject to the terms of the agreement. Kronos Leasing 901.203 Lease Term: 36 Months Purchase Option: 51,00 Lease Schedule # # of Payments: 36 Lease Billing Period' Monthly Total Periodic Lease Charges: $1,152.85 Advance Payment: $1,152.85 to be applied to the first payment Security Deposit: N/A Lease Commencement Date (60 days after shipment) August 1, 2013 Your Kronos solution includes: SOFTWARE p {#Y `° T Mgrs t � Lc r �s , a .. :. .'R^^!' t,,, .� ,a. M rs {'� f '- , .Y Md ',: s a ":411114 T`"" S °' iD a • . ' ' A � "� { f e a �! -r ?rt.. :.. 1011 — �3 6I'Mt. �x ., ? ..l '. ''�k'�' ..o. ........ ? .-... "k ar > :fin �Ssn` s.$ .so .: �ce�n I , � .e> TELESTAFF ENTERPRISE V2 80 TELESTAFF AUCTIONS V2 80 TELESTAFF WEB TIMECARD V2 1 TELESTAFF WEB ACCESS V2 - TSG HOSTED 80 TELESTA.FF DATABASE SYBASE LICENSE - BASE SERVER _ - 1 TELESTAFF DATABASE SYBASE LICENSE - CONCURRENT LICENSE 3 Total Price $15,160.00 'Includes applicable software nnedia Kronos 1 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 KRONOS7 Quote #: 358769 - 1 Page: 2/2 EQUIPMENT � 5.hx� ?,� n "a� �•rseyw�. � k � '.`t���.+ "` ,, '9&i'ay �,;..2 �� � �' � S l�M� A tit . t k rot ,x. .. t , °.z:�v, ., t 4' ',.rte ,. a. <� �c a..,s.,� DONGLE,4 PORT '1 $900.00 Total Price $900.00 SUPPORT SERVICES {q ., , 3 x , �: v�ss�.5.�x - °•u' t "`; wa ��;d j :C�r �r , N`g �°��.�; x� �+;; z, xk�< r��.,:?��'�:;,.h 'its" s ^• "'` ^. A � � �§ ;x, �;bxw..,. a's '�",',,^ 3 -` a°"�.•'...`�'`?�:«`;:" [,. <h...,:n„ ''; rs` ...:r>::+ ..'.`,'%:A`a€ : <; e,... >.m, 'kP� .r„ .' PLATINUM SUPPORT SERVICE 3 YR $10,995.00 EXTENDED SOFTWARE WARRANTY 6 MON $0.00 Total Price $10,995.00 `Support values listed above are total for all applicable products in each section of this Order Form PROFESSIONAL SERVICES 1 EDUCATIONAL SERVICES t >p r � a � , r � - _ ? a '=°"�" ��t ti Y d �.J"� cSe i t ;4 �s°tr +3f�` . -.., ., ,.�� ;' .," 5T" r - z'�" t •e . fn, }•.7 5'2 ? twtta:ea �. .. �s.. . •€.t , ...•�' a - � ' PROFESSIONAL SERVICES - BASE DEPLOYMENT TELESTAFF 120.5 Hours $95.00 $11,447.50 Application Consultant 120.5 Hours $95.00 PROFESSIONAL SERVICES - AUCTIONS CONFIG DEPLOYMENT 24 Hours $125.00 $3,000.00 TELESTAFF Solution Consultant 24 Hours $125.00 Total Price $14,447.50 r .�,.� _ � atP ^^ ., ^ .Y �. y av � ill • f H B p i ,� ,a � E'E,E 5 x r EMINEE r .�a M 7 z. u �. �M` ANN :: Z k �Ye,- :z �._w ...,. ...- �n.��. r.n.,. ,K....,.,..,._._..._ ���au���n�3, u. «A:; ���"Ii� WEB ACCESS 1 $0.00 Total Price $0.00 QUOTE SUMMARY ,; -� «� �:. ,: c: � �. !�;. ^ma � ��; ."'�zr ,{,,,�+;w;�# . :2" "� r,�%? ' �.;"31a •,.*.?, .t c rr.... ��t •� s, :i,,CC.�y , �;. - . +y j• � v •+ 5 "� ;J;%/ Y' �Yvs v •z. K 9 �� t S� r x. �.,...+. ����, ,� „� '"�.'S�� �.. 5` 4 r � F •��`ksC'�.'. � Total Amount Financed $41,502.50 Customer agrees that Leasing Agreement # 9012 _ is deemed part of and incorporated by reference into this Lease Scheclule JEFFERSON LL, POLICE Kronos Incorporated Signature:' -- Signature: Name: `ss-j1/4. Ot) Name: c d _ Title: ` i0 _ Title: CJY i 1 1.P6 - -___ e(0.._ Effective Date: _� Effective Date: Za The JBoss® Enterprise A/iiddieware components embedded in the Software are subject to the End User License Agreement found at httpl/www redhat .,om /licenses /jboss_e ula.htmt. Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring ° Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225 -1561 (978) 250 -9800 www.kronos.com • .. .. �.. n .. . .r.. , .. r. _ ........ .. e Y. f : . .n . - 5 , r �.-:.. ..i. `... .. .. . , Y.. .r. ._.. _ _..._ J ?_ . w S . a•... n ... r..A. ..�.� .. ... ti. ...�,� { +..r Z } L...:.%Ck..rr�:t. {�.; -... .. .... x. ,.. ...�,1.1 .. \>..aat+n_.•h::• ?.. .re... -:: :`•:w- '•:.f:..-:, i }. ,...,:• `, } <• ..,�- i'�•i: :G 2� ... ......... ._.. -._ . .T.•rv^: ..• ......_ix ...w �, { •a•5 a:..a ..., a a.J.: izr..:::7;r1. -r v .r..• ..w .. /,'..• . \.• L CC 4. L J_;.1:.lf f;l.,w.f 4...! ..:w.- .¢- ..wYi•.: .... -... .,._ . _._ �.;�:��`�:�� .:�J.3: DEPARTMENT OF LAW 00. Y O ff` Les Merkley, Corporation Counsel /Director of Legal Affairs / 0 ' 417 16 °, 812 -285 -6493 office �� W 812 - 285 -6403 fax Sn .l www.cityofjef£ net FRSO Jeffersonville City Hall 500 Quartermaster Court, Suite 250 Jeffersonville, Indiana 47130 May 14, 2013 Kronos Incorporated - Leasing Division 297 Billerica Road Chelmsford, MA 01824 Re: Leasing Agreement No. 9012 (the "Lease ") To Whom It May Concern: I am legal counsel for City of Jeffersonville (Lessee), and I am familiar with the above - referenced Lease by and between the Lessee and your company. 1. The Lessee is a State or a political subdivision thereof, as those terms are used in Section 103 of the Code, and is authorized by the applicable Constitution and laws to enter into the transaction(s) contemplated by the Lease and to carry out its obligations thereunder. 2. The Lease and other related documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements enforceable against Lessee in accordance with its terms. 3. No further approval, consent or withholding of objections is required from any Federal, state or local governmental authority with respect to the entering into or the performance by the Lessee of the Lease and the transaction(s) contemplated hereby. 4. The entering into and performance of the Lease and other related documents will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument or agreement binding upon Lessee or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or the Equipment (as defined in the Lease), other than those created by the Lease. 5, There are no actions, suits or proceedings pending or threatened against or affecting the Lessee in any court or before any governmental commission, board or authority that, if adversely determined, would have a material adverse effect on the ability of the Lessee to perform its obligation(s) under the Agreement. 6. The Equipment is tangible personal property and, when subject to use by the Lessee, will not be or become a fixture or real property under the laws of the state where the equipment is being used by the Lessee. 7. All required public bidding procedures regarding an award to your company of the transaction(s) contemplated under the Lease have been properly and completely followed by the Lessee. 8- The Lessee shall be the only entity to own. operate and use ° . •ment during the Term (as defined in the Lease). ,...- 40 \ , Counsel By: L¢,5V:A_ V . \\A, k.-.- Tine :. �.. t- g- a E -Ui 0.-D,...) Date:_ .__'c -'2-2 CIT- TF6135.doc April 2000 An equal opportunity employer. I NON APPROPRIATION RIDER This Non Appropriation Rider to the Leasing Agreement No. dated w`( lis .�� , 2013 (the "Lease"), is by and between Kronos Incorporated (Lessor) and City of Jeffersonville (Lessee). Capitaed terms used herein without definition shall be defined as provided in the Lease. Notwithstanding anything contained in the Lease to the contrary, 1. Lessee presently intends to continue the Lease for its entire term and to pay all rentals or other payments relating thereto and shall do all things lawfully within its power to obtain and maintain funds from which the rentals and all other payments owing thereunder may be made. To the extent permitted by law, the person or entity in charge of preparing Lessee's budget will include in the budget request for each fiscal year during the term of the Lease the rentals to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals coming due therein. The parties acknowledge that appropriation for rentals is a governmental function which Lessee cannot contractually commit itself in advance to perform and the Lease does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make all rentals can and will lawfully be appropriated and' made available to permit Lessee's continued utilization of the Equipment in the performance of its essential functions during the term of the Lease. 2. If Lessee's governing body fails to appropriate sufficient moneys in any fiscal year for rentals or other payments due under the Lease and if other funds are not available for such payments, then a "Non- Appropriation" shall be deemed to have occurred. If a Non - Appropriation occurs, then: (i) Lessee shall give Lessor immediate notice of such Non - Appropriation and provide written evidence of such failure by Lessee's governing body at least sixty (60) days prior to the end of the then current fiscal year or if Non - Appropriation has not occurred by that date, immediately upon such Non - Appropriation; (ii) no later than the last day of the fiscal year for which appropriations were made for the rentals due under the Lease (the "Return Date), Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the Lease, at Lessee's sole expense, in accordance with the terms hereof; and (iii) the Lease shall terminate on the Return Date without penalty or expense to Lessee and Lessee shall not be obligated to pay the rentals beyond such fiscal year, provided, that Lessee shall pay all rentals and other payments due under the Lease for which moneys shall have been appropriated or are otherwise available, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the Lease for each month or part Thereof that Lessee fails to return the Equipment as required herein. 3. The Lease shall be deemed executory only to the extent of monies appropriated and available for the purpose of the Lease, and no liability on account thereof shall be incurred by the Lessee beyond the amount of such monies. The Lease is not a general obligation of the Lessee. Neither the full faith and credit nor the taxing power of the Lessee are pledged to the payment of any amount due or to become due under the Lease. 11 is understood that neither the Lease nor any representation by any public employee or officer creates any legal or moral obligation to appropriate or make monies available for the purpose of the Lease. 4. You agree that the use of the Equipment is essential for your proper, efficient, and economic operation, you will be keep possession of the Equipment during the term of the Lease, and you will use the Equipment only for your governmental purposes. Upon our request, you will provide us will an essential use letter in a form satisfactory to us. IN WITNESS WI-I' OF, each of the parties hereto has caused this Rider to be executed as of the 7- day of 2013. City of J ffer .. - (Lessee) Kronos Incorporated (Lessor) By ......_ 's��.,�, Q l 0 r<� Name/1111e c, A® �-.. ® C9..- "_ �� ,� .4)1 Name/Title: Mk L o , , � � a r Le C SELF INSURANCE CERTIFICATE PROPERTY AND LIABILITY INSURANCE This is to acknowledge that City of Jeffersonville ( "Lessee ") is under a self-insurance program for property damage and public liability risks with respect to the Equipment leased under the Leasing Agreement # 9012 between Kronos Incorporated ( "Lessor ") and Lessee. Lessee hereby certifies that (i) the self-insurance program shall be primary without right of contribution from any insurance carried by Lessor, (ii) the self - insurance program with respect to property damage shall guarantee payment of the interest of Lessor for any loss or damage to the Equipment, and (iii) the self - insurance program with respect to public liability risks shall guarantee payment to Lessor for any claim, loss, damage, or liability asserted against Lessor with respect to the Equipment and the costs of defense of such claim, loss, damage or liability. Dated as of 1 `Z.. " \3 2013 City of ��er;ville ( "Lessee ") By " Ti tle: Cakk ��� INCUMBENCY CERTIFICATE Leasing Agreement between City of Jeffersonville and Kronos Incorporated signed by Mike Moore on May 22 , 2013. 1, 'QA `v , certify that I am the duly elected or appointed and acting Clerk of City of Jeffersonville, a political subdivision or agency duly organized and existing under the laws of the State of Indiana, that I have custody of the records of such entity, and that, as of the date hereof (and for six (6) months prior thereto), the individuals named below are duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that: (i) the signatures set opposite theft respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into the Leasing Agreement by and between such entity and Kronos Incorporated until such authority is cancelled by City of Jeffersonville in writing to Kronos Incorporated. Such cancellation of authority shall not affect any Leasing Agreements already entered into. NAME TITLE SIG ) RE 1` t 1 cha4 goo re, C1..i o (Z, fi ---- "lax k C .a e.ou, 44i e.,1.4 c ` A `"3 Q , . pc' h..nainel.„ (1/y Signed and sealed by the undersigned on at 2 , 2013 „ • , d � y d c ,ORPDRRr F nmd�, Clerk ) d G" '''W * AV �f.`i�:YLL 8 ..V S Fi L;e7,,".z7 a m „ da����a ?�kk0�dt9ll Leasing Agreement # 901.2 C CUSTOMER: "; D t' e_,YS©i-1>, lite CONTACT PERSON: A___Milar) PRINCIPAL PLACE a)UQ� Sf1 ,S7C..r C.4 TELEPHONE NO.: aia'c a5 • t!P Ia OF BUSINESS: Customer's Tax ID #: " od 1 O { This Leasing Agreement (the "Agreement ") is entered into by Customer and Kronos Incorporated ( "Kronos ") for the financing of the Products or services leased by Kronos to Customer and referenced on any Lease Schedule ("Schedule ") executed by the parties. This Agreement is a financial accommodation extended to Customer. The Products are licensed or provided by Kronos pursuant to a separate agreement between Kronos and Customer (such agreement is hereinafter referred to as the "Contract "). In consideration of allowing Customer to use the Products and pay the Total Periodic Lease Charges over time, this Agreement amends the Contract with respect to the Products and services referenced on the Schedule by adding the terms contained herein. Except as otherwise provided herein, Customer's rights and remedies under the Contract shall not be affected. 1. PRODUCTS; TERM; RIGHT TO USE: 1.1 The Products consist of the Equipment and Software listed on the Schedule annexed hereto and incorporated by reference herein and on any additional Schedules for other Products, each of which will be deemed a part hereof and incorporate the terms hereof. Delivery terms are as stated on the applicable Schedule ( "Delivery"), Upon Delivery, title to all Equipment listed on the Schedule shall pass to Customer, subject to the retention of a security interest and Kronos' right of repossession as set forth in this Agreement. Upon Delivery, Customer shall bear all risk of toss, damage or destruction of the Products, whether or not covered by insurance. In the event of Toss or damage, Customer shall promptly notify Kronos, and shall at Kronos' option, (i) place the Product in good condition and repair, or (ii) replace the Product. No loss, theft or damage after shipment of the Products to Customer shall relieve Customer from its obligations under this Agreement. Customer shall provide at its expense, 0) insurance against the loss, theft or damage of the Products for the full replacement value of the Products, and (ii) insurance against general liability and property damage. Upon Kronos' request, Customer shall provide Kronos with a certificate of insurance indicating that such coverage is in effect, naming Kronos or its assignee as loss payee and /or additional insured, as may be requested. 1.2 The term of any Schedule shall commence on the date set forth on the Schedule ("Lease Schedule Commencement Date ") and will continue from the first day of the following month for the number of complete calendar months specified in such Schedule. No Schedule shall be cancelable or terminable by Customer before the end of its stated term. At the termination of the applicable Schedule, and provided Customer is not in default under this Agreement or the Contract, Customer may purchase the leased Equipment and a license to use the leased Software for the Purchase Option amount set forth on the corresponding Schedule. Upon payment in full of the Purchase Option price and all other amounts due to Kronos under this Agreement, Kronos shall release its security interest in and to the Equipment and a perpetual license to use the Software which is subject to the Purchase Option shall pass to Customer subject to the terms and conditions of the Contract. At Kronos' request, Customer shall furnish Kronos with a confirmation statement in a form acceptable to Kronos, for the Products supplied under each Schedule hereto, acknowledging (a) receipt of the Products in good condition, and (b) the lease commencement date. 1,3 Any rights granted under the Contract are hereby modified to a license to use the System for a non - perpetual period of time as specified in the Lease Term. and failure to pay any sums due hereunder will be a default under the Contract. Customer's right to use the Products is conditioned upon its compliance with the terms of this Agreement including the payment of all Total Periodic Lease Charges in accordance with the Schedule. Software shall be accepted pursuant to the terms of the Contract. 2. PAYMENT: This Agreement shall replace Customer's payment obligations under the Contract, to the extent of the amounts fisted on the Schedule. If any Schedule provides for Advance Lease Fees, such Advance Lease Fees shall be applied to the months specified in such Schedule. If any Schedule provides for a Security Deposit, then Customer hereby agrees to deposit with Kronos the Security Deposit to more ri Deposit fully secure its lease payments and all other obligations to Kronos hereunder. Such Security D po shall bear no interest, and may be obligations, commingled with other folds of Kronos. Upon termination of the applicable Schedule, and satisfaction of all of Customer's any remaining Security Deposit shall be returned to Customer, Customer understands and agrees that the lease fees due hereunder are due and payable to Kronos for each period of the lease term specified in each Schedule, in advance, on the first day of each period ("Total Periodic Lease Charges "). Such fees shall be absolute and unconditional and shall not be subject to any abatement, reduction, set off, counterclaim, interruption or recoupment for any reason whatsoever. Customer shall pay the Total Periodic Lease Charges, and any applicable sales and use tax reflected on an invoice, to Kronos at the address specified in such invoice or to such other place as Kronos may direct. if Customer fails to pay any amount when due under this Agreement, Customer shall pay as an administrative and late charge, a fee equal to five percent (5 %) of that amount. In addition, Customer shall pay interest at the rate of one and one half percent (1 '/2 %) per month (but not to exceed the maximum allowed by law) on such delinquent amount until the date of payment. Except for sales and use tax reports and returns which shall be filed by Kronos, Customer shalt promptly file when due any necessary reports and returns required by law to be filed and to pay when due, directly to the appropriate taxing authority, any applicable taxes required by law to be paid by Customer based on this Agreement and the Contract. 3. INSTALLATION, USE, ALTERATIONS AND LOCATION: Customer agrees that the Products shall be installed, used and maintained in compliance with Kronos' specifications and with all laws, rules and regulations of the jurisdiction where the Products are located. Customer shall not make any alterations or add attachments to the Products nor shall Customer remove the Products from the place of original installation without Kronos' prior written consent. Kronos shall have the right to enter Customer's premises to inspect the Products during normal business hours. Ali Equipment is, and at all times shall remain, separate items of personal property, notwithstanding their attachment to other equipment or real property. Customer shall not sell or otherwise encumber the Products. (Rev09102012) 1 4. SUPPLEMENTAL DOCUMENTS AND SECURITY INTEREST 4.1 Financial Statements and Supplemental Documents: Upon request, Customer agrees to provide to Kronos copies of its annual and, if available, interim financial statements, Customer agrees that any time, and from time to time, upon request of Kronos, after the execution and delivery of this Agreement, it shall execute and deliver such further documents and do such further acts and things as Kronos may reasonably request in order to fully effect the purposes of this Agreement. Pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107 -56) (the "Act "), Kronos and /or its assigns is required to obtain, verify and record information that identifies Customer as lessee, which information includes the name, address and taxpayer identification number of Customer and other information that will allow Kronos and /or its assigns to identify Customer as lessee in accordance with the Act. Kronos may execute and file Uniform Commercial Code financing, amendment, continuation or termination statements for and on behalf of Customer for the purpose of indicating Kronos' interest in the Collateral, as defined below. 4.2 Security Interest: Customer herby grants to Kronos, its successors and its assigns a security interest in the Equipment, the license to use the Software and Advance Lease Fees ( "Collateral "). Such Security Interest shall include replacement Equipment, upgrades and Updates. 5. RIGHTS AND REMEDIES: 5.1 Default by Customer Customer shall be deemed in default if Customer (a) defaults for ten (10) days in the payment of any amount due hereunder, (b) defaults for ten (10) days after notice in the performance of any other of its obligations under this Agreement, (c) files or has filed against it any proceeding in bankruptcy or similar laws for the relief of debtors, (d) becomes insolvent or unable to pay its debts when they mature, (e) has any substantial part of Customer's property become subject to any levy, seizure, assignment, application or sale for or by any creditor or governmental agency, (f) admits in writing its inability to pay its debts as they mature, (g) permits the Products to become subject to any lien or other encumbrance, (h) except as expressly permitted by this Agreement, attempts to assign its rights and obligations under this Agreement, which assignment shall be void, or (1) Customer sells or disposes of all or substantially all of its assets. 5.2 Remedies Upon Default If Customer is in default, Kronos may, at its option and upon written notice to Customer, (a) terminate this Agreement, whereupon any interests of Customer in the Products shall cease, but Customer shall remain liable as hereinafter provided, (b) declare all amounts due and to become due, immediately due and payable, (c) terminate or suspend support service, and (d) whether or not this Agreement is terminated, take immediate possession of any or all of the Products wherever situated. In order to protect the interests and reasonably expected profits and bargains of Kronos, in the event of any such termination, Kronos has the option to (i) retain all Total Periodic Lease Charges and other sums heretofore paid by Customer, including Advance Lease Fees and Security Deposits, if any, (ii) recover from Customer any additional Total Periodic Lease Charges which would have accrued and become due for the balance of the term of this Agreement, and (iii) recover from Customer any and all damages which Kronos shall sustain by reason of breach by the Customer of any of the terms of this Agreement. In addition, Kronos shall be entitled to recover a reasonable suns for attorney's fees and such expenses as shall be expended or incurred in the seizure, rental or sale of the Products, including a late payment charge of one and one half percent (1 1/2 %) per month but not in excess of the lawful maximum on the unpaid balance. These remedies are cumulative and in addition to all other rights and remedies available to Kronos under this Agreement, by operation of law or otherwise. In the event of termination, at Kronos' option, (1) Customer shall deliver the Products, including all copies of the Software to such location as Kronos shall designate, freight prepaid, or (11) the local Kronos service office or its designee shall disconnect, crate and return the Products, including all copies of the Software to Kronos, at Customer's expense. Products will be returned to Kronos in the same condition as when received, reasonable wear and tear accepted. If Customer files for bankruptcy, Customer shall timely perform all its obligations under this Agreement, unless this Agreement is rejected in bankruptcy court within sixty (60) days of filing the bankruptcy petition. If Customer is subject to insolvency proceedings, Customer will promptly provide written notice at 297 Billerica Road, Chelmsford, MA 01824 atin: Leasing Department. 6. ASSIGNMENT: Customer may not sublease any of the Products or assign this Agreement without Kronos' prior written consent. Kronos or any of its assignees may, at any time, assign its rights under this Agreement to the Products and /or to the Total Periodic Lease Charges and other sums at any time due and to become due, by Customer, under any of the provisions of this Agreement or may grant a security interest in any or all of the Products. Customer and Kronos agree that no assignee of Kronos that is a financial institution shall be obligated to perform any duty, covenant or condition required to be performed by Kronos under any of the terms hereof, and the rights of any such assignee of Kronos in and to the sums payable by the Customer under any provisions of this Agreement shall not be subject to any abatement whatsoever, and shall not be subject to any defense, setoff, counterclaim or recoupment whatsoever by reason of any damage to or loss or destruction of the Products, or any part thereof, or by reason of any other indebtedness or liability of Kronos to the Customer. Any such assignment or security interest by Kronos shall not diminish the obligations of Kronos otherwise created by this Agreement if Kronos assigns this Lease to a financial institution, in accordance with the provisions above, Customer waives all right to make any claim against such assignee for any loss or damage of the Products or breach of any warranty, express or implied, as to any matter whatsoever, including but not limited to the Products and service performance, functionality, features, merchantability or fitness for a particular purpose, or any indirect, incidental or consequential damages or loss of business. • 7. GENERAL 7.1 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provisions. KRONOS AND CUSTOMER EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER OR CONTROVERSY ARISING PURSUANT TO THIS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. 7,2 Notices: All notices shall be given by fax, overnight courier or by regular U.S. mail or certified or registered mail, postage prepaid and, if mailed, shall be deemed given three (3) business days after mailing, or if by other permitted means, upon receipt. For Customer, such notice shall be sent to the Customer's contact, at the address indicated on the face the applicable Schedule, unless otherwise specified in writing by Customer to Kronos. For Kronos, such notice shall be sent to its corporate headquarters, (attention, Leasing Department), as specified on the applicable (Rev091020I2) 2 Schedule. The parties agree to accept delivery of any notice. 7.3 Illegality or Invalidity: If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not be in any way affected or impaired thereby. 7.4 No Waiver: No failure to exercise, or no delay in exercising, on the part of either party, any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude further exercise of the same right or the exercise of any other right hereunder. 7.5 Headings: The headings and captions in this Agreement are for convenience of reference only and do not define or limit in any way the scope or intent of the provisions of this Agreement. 7.6 Fax, Email Execution: A fax or electronically transmitted ( "e- mail ") signed version of this Agreement when received by Kronos shall be binding on Customer for all purposes as if originally signed. However, the Agreement shall only become effective and binding against Kronos when originally signed by Kronos. Customer agrees that the only version of this Agreement that is the original for all purposes is the version containing Customer's fax or e -mail signature and has been accepted by Kronos in this manner. 7.7 Entire Agreement: This Agreement. including the Schedule and any additional Schedules entered into after the date hereof, contains the entire agreement f the parties with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications - ween them con ruing its subject matter. This Agreement shall not be modified in any way except by a writing signed by both parties. 1 Customer Si ra r re Name VA Title - 2� Date ACCEPTED BY: KRCNCS INC. BY: MARY L AVOIE INITIALS: of l .. TITLE: OM SP. .CI411 DATE „:,,,,,,,,,,,„ ,, 119 KRONOS / ORDER FORM Quote #: 365479 - 1 Order Type: Standard US Expires: 24- MAY -2013 Date: 21- MAY -2013 Prepared By: DeWitt, Jessica Lee Page: 1/2 Bill To: Attn:MORGANA LANDRUM Ship To: Attn:MORGANA LANDRUM CITY OF JEFFERSONVILLE CITY OF JEFFERSONVILLE 500 QUARTERMASTER COURT 500 QUARTERMASTER COURT JEFFERSONVILLE JEFFERSONVILLE IN 47130 IN 47130 United States United States Solution ID: 6113284 Contact: Morgana Landrum Em ail: mlandrum@cityofjeff.net Payment Terms: N30 FOB: Shipping Point Currency: USD Ship Method: Customer PO Number: Freight Term: Prepay & Add Order Notes: Contact Information: Morgana Landrum 812 -280 -3253 miandru m @cityofjeff. net Product is on quote 365135 PROFESSIONAL SERVICES 1 EDUCATIONAL SERVICES :r s '�.., i K i f a::> q:: , �';,;. Lt p �.ii 71._ >.W . -r t:..: • t, s.��r ? ' -r: w Fa a4 f 4 C i..,Y r ' ` :� 1-- >tiY r s�` s � � "�S y ## ." 'YF r't If ,T 1 7.. "�.. f :. A';d .7: », d' sr �., -.19 U `i �, ilr71; P.:xi .:'::: Ff ���,,,...CCC e ',i �' f � .. "':W'l?.. - ,."”' :* ,` ,9. �CF >+ .-.":.,... ,x:> �; .felt. .�..3 .. ,.uif•',yo•A ., W.:>a '. cP`7.. .c,�..,r .w - .;I �� ... :,i:� { % :\. r ..xEEMTI�..vOI n �'Fk?. >.r.,� '+•< *S. >. n .r ` N.., {7.,0 ' BILL -AS- YOU -GO INSTRUCTOR LEAD TRAINING 6100 Points $0.70 $4,270.00 MOMENTUM ONLINE REMOTE TEAM 140 Hours $23,800.00 Project Manager 24 Hours $170.00 Application Consultant 116 Hours $170.00 Total Price $28,070.00 QUOTE SUMMARY - F f �`a6 %N. 'SAS •.�� "�fJFp •mot 1 e'xrp -- k� : . v �`n� -.a. R _Y. o "g'ifrn .y y : ;.: pr L 5..,„,`,,yy ?�''", 'Y 7 E A �' , 2,�. e.` �' v « "`. d , e i ,.t"o "`1'r e Y a~ 4 ��.��� fi. �5 , o `Iw_: . ... :�$ � Y�� 'S;', . �kr,3 � t � ���<���', r�, :¢ ��. . �s .. ,., �• ... ,,., �+�wii��., R', ?�«��;�t a,ttc td,�n. "��,.._.rvz a.,.r��7f+ �•,, �, �:• ;r err a � �. �..}z..:�.a. �d.. �.s; Subtotal $28,070 -00 Deposit -� - -_ -���- x$0.00) Tax $0.00 ,; <y.r r, - ^�E ;Pr^:.; s.v« ,d"'. 3t tK ;..1•,,.y ^C•E: - :..__ + _ sti aa::E a^.. t, ':, r 1 r> - t „_ ; "ice - ,�7 s. ,� . .. .. k r ,�,��`� �,*� � � 1sf�+ d � i .Y sr� �” 3� ,�sfis3� � � r �, R 3,„ l !s «r� l ,��� � � rr.�'�M;`!_, . `,�,... ,� 5: �, .,* ., ' 4 o a S1 .•d k v+ ., . T'. e">•"M2. s - i ' r t 'R 3 t ''� t C F " a ' 31 .� y�I�; . }.d �7' • 6. , , 3 .� � p ryry 1 . .,.14 -. 7a b. dti .st. ..�� ;mot.- .+.. 3 �; v�� � x„ } .�uy:aa;a'•'.., . �^ � '. >•,,��. � wt1r�..y� 'i Cxr �.Vt "�,.:. aai� `�.... k L rysb lW Yf 9•- •�.fJ�.: Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225 -1561 (978) 250 -9800 www,kronos.com its KRONOSii Quote #: 365479 - 1 Page: 2/2 CITY OF JEFFERSO ' VI E Kronos Incorporated Signature: Signature: Name: V∎ i. AA 0 c.1 k. Name: of Title: \\,\ s Title: , learn LQ(JC) Effective Date: Effective Date: t? f 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 PAIL) BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE_. The Joss® Enterprise Midd/eware components embedded in the Software are subject to the End User License Agreement found at http; / /www.redhat.com /licenses /jboss_eula.html.Shipping and handling charges will be reflected on the final invoice. Kroncs i Time &Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225 -1561 (978) 250 -9600 www kronos.com 1(ronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Page: I / 5 Phone: (978)250 -9800 KRONOS SALES, SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR-022811.1 Customer and Kronos agree that the terms and conditions Set tottll in this Agreement shall apply to all Kronos Equipment, Soft ware, Professional and Educational Services, Support, and such other Kronos ofTerings, as specified on an order form (an "Order Form ") signed by the parties which expressly references this Agreement (or is signed contemporaneously hereto). Kronos and Customer hereby agree that the ten)ls and conditions of this Agreement apply to any Order Form executed by Kronos and Customer which expressly references this Agreement (including any Order Form signed contemporaneously with this Agreement regardless of the appearance of any express reference to this Agreement). Eiher party may discontinue use of this Agreement for future orders upon thirty (30) days prior written notice to the other patty, provided however that any Order Dorm signed by the parties prior to the eiTective date of such notice shall remain in effect unless otherwise specifically terminated in accordance with the teens of this Agreement. Kronos may require additional tents and conditions for the sale or license of products or services not contemplated by this Agreement (including without limitation those that may be related to international services) provided) that no such additional terms and conditions shall be binding upon Customer without C'ustomer's prior written consent. Notwithstanding, Kronos will not be obligated to accept or approve an order for any products or services for which such additional lenns and conditions are required. AU orders are subject to the approval of Kronos' corporate office in Chelmsford, lvlassachusetts. This Agreement and the Order Fonn shall supersede the pre - printed terms of any Custorner purchase order or other Customer ordering document, and no such Customer pre - printed terms shall apply to the items ordered. I. PAYMENT AND DELIVERY Unless otherwise set forth in this Agreement, payment terns are indicated on the Order Form or other contemporaneous ordering document containing product- specific payment terms signed by the patties. Delivery terms are as stated on the Order Form ( "Delivery`). Kronos will invoice C'ustomer for products upon Delivery. finless otherwise set forth on the Order Form, Professional and Educational Services are pn>vided on a time and materials basis, invoiced monthly as rendered. Customer agrees to pay all applicable taxes levied or based on the products, services or other charges hereunder, including state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by Kronos, exclusive of taxes based on net income. Customer agrees to pay a late charge ot percent (l %) per month, (but not in excess of the rate allowed by law), on any overdue amounts not the subject of a good faith dispute. II tall payment is not made within 90 days of final payment due date, Customer is responsible for all expenses, including legal fees, incurred by Kronos for collection. 2. GENERAL LICENSE Kronos owns or has the right to license the Software. The Software and Software documentation are contidential and may not be disclosed to a third party without Kronos' written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price Customer pays for a copy of the Software constitutes a license tee that entitles Customer to use the Software as set forth below. Kronos grants to C'etstorner a non- exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by Kronos by written notice to Customer upon any material breach of this Agreement by Customer which retrains uncured for a period of thirty (30) days alter such written notice from Kronos. Upon such termination ofthis license by Kronos, Customer will have no further right to use the Software and will return the Software media to Kronos and d:stroy all copies of the Software (and related documentation) in Customer's possession or control. This license is subject to all of the terms (Willis Agreement. 3. FIE BASED LlIvI ITATiONS Customer recognizes and agrees that the license to Use the Software is limited, based upon the amount of the license lee paid by Customer. limitations, which are set forth on the Order Form, may include the number of employees, simultaneous or active users, Sollwarc product modules, Software features, computer model and s number and partition, andi'or the number of telephone lines or terminals to which the Software is permitted to lie connected, Customer agrees to: 1) use the Software only for the number of employees, snnultaneous or active users, computer model, pimnit ion and serial number, andlor terminals permitted by the applicable license fee; ii) use only the product modules and /or features permitted by the applicable license lees; and iii) use the Software only in support of Customer's Own business Customer agrees not to increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increasefupgrade. Customer may not relicense or sublicense the Software to. or otherwise permit use 0 r the Soflwarc (including timesharing or networking use) by any third panty. C'etstoincr• may not provide service bureau or other data pmccssing services that make use of the Soll vale without the express prior written consent of Kronos. 4. 013.1liCT CODE ONLY Customer limy use the computer programs included in the Software (the "Programs") in object code foram only. and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. The Programs include components owned by third parties. Such third party components are declined to be Software subject to this Agreement. Customer shall not use any of the Programs (or the data models therein) except solely as pant of and in connection with the Software and as described in the published documentation for such Software, Customer shall indemnify and hold harmless Kronos for all damages or liability caused by Customer's failure to comply with the li icgoing restriction. 5. PERivtt'f'l'If) COPIES Custolncr may copy the Pn)gnlms as reasonably necessary to load and execute the thognims and fur backup and disaster recovery and resting purposes only, except lot additional copies of the i cicnllc Sol ware and the Kronos iScnies (which must be licensed separately). illl Copies of the Programs or any pant thereof, whether in printed or machine readable loan and whether 00 storage media orotherwise, ale subject to all the terms of this license. and all copies of the Programsor any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer. 6. I,tPDA'Ft S In the event that Kronos supplies Service Packs, Point Releases and Major Releases (including_ legislative updates if available) of the Software (collectively referred to as ..updates-). such 1.lpdates shall be part of the Software and the provisions of this license shall apply to such t Iodates and to the Software as modified thereby 7. EXPORT Customer acknowledges that the Equipment and Software may be restricted by the United States Government or by the country in which the Equipment or Software is installed from export 10 certain countries and certain orttanizations and individuals, and agrees to comply with such laws. Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by ('u;tonler and shall indemnify Kronos Ii >r any noncompliance which results in damages or liability for Kronos. Cost omen's obligations hereunder shall survive the termination or expiration of this ,Agreement. Customer must obtain Kronos prior written consent before exporting the Software. 8. FIRMWARE Customer may not download firmware updates for the Kronos Equipment unless (Customer is maintaining such Equipment under :r support plan with Kronos. II is not maintaining the Equipment under a support plan with Kronos, Kronos shall have the right to verily C'ustomer's Kronos Equipment to determine il ('trstomer has downloaded any firmware to which C'ustomer is not entitled. If* C'ustomer has downloaded firmware for the Kronos I:'quiprnent Io which i'listomer is not entitled, Kronos Incorporated 297 Billerica Road Chelmsford MA 01824 Page' 2 I.S Phone: (978)250 -9800 Customer shall be responsible to pay Kronos for such updated firmware in accordance with Kronos' then - current support policies. 9. 'TRAINING POINTS Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor -led raining sessions offered by Kronos. Available instructor -led sessions are listed athltp:f /cuslomer.Kroilos.com and each session has the Training Points value indicated. Training Points may be redeemed at any time within 12 months of the date of the applicable Order Form, at which time they shall expire. Training Points may not be exchanged for other Kronos products and/or services. Kronos will invoice Customer for the 'training Points identified in the Order Form upon execution of such Order Form with payment due upon the payment terms indicated in such Order Form. 10. ACCEPTANCE For Customer's initial purchase of each Equipment and Software product Kronos shall provide an acceptance test period (the "Test Period ") that collmnenccs upon Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on Customer's server(s); and c.) implementation team training, Wally, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the Kronos published electronic documentation, ( "Speci flea( ions "). The 'Test Period shall be for 30 days. I f ClISiOiller 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. lfCusto met provides a Deficiency Statement within the Test Period, Kronos shall have 30 days to correct the deficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the (Equipment Or Software does not net the Specifications at the end of the second 30 day period, either Customer or Kronos may terminate this Agreement. Upon any such termination, Customer shall return all Equipment and Software (and related documentation) to Kronos, and Kronos shall refund any monies paid by Customer to Kronos for the returned Equipment and Software. Neither party shall then have any further liability to the other for the products that were the subject oldie Acceptance Test. IL LIMITED WARRANTY Kronos warrants that all !Cronus Equipment and Software media shall be. free Irons defects in materials and workmanship, for a j):iiod of ninety (90) days from Delivery. In the event of a breach of this warranty, Customer's exclusive remedy shall be Kronos' repair or replacement of the deficient Equipment and/or Software media, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the Specifications. This watrulty is extended to Customer only and shall not apply to any Equipment (or parts thereof) or Software media in the event of (a) damage, defects or nlallimetions 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 instalfat ion environment, as specified in the Specifications; or (c) malfunctions resulting ii'oin the use of badges of supplies not approved by Kronos. When using and applying the information generated by Kronos i»oduets, Customer is responsible for ensuring that C'ustomercOnlplies with the applicable requirements of federal and state law. If Customer is licensing \'\ orklbrce Payroll Software or Workforce Absence lvlanagemenl Software: (i) Customer is solely responsible tar the content and accuracy of all reports and doe(unents prepared in whole or in part by using. such Software, (ii) using such Software does not release Customer of any professional obligation concerning the preparation and review of such reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc, or such Software for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports of d( >cuillents, anti (iv) Customer will review any calculati( made by using such Software and satisfy itself that those calculations are correct. 12. INDEMNIFICATION Kronos agrees to indemnify Customer and to hold it harmless from and against any and all claims, costs, Ices and expenses in eluding reasonable legal foes) relating to actual or alleged infi'ingenlcnt of United Slates or Canadian patents or copyrights asserted against Customer by virtue of Customer's use of the Software as delivered and maintained by Kerbs, provided that: i) Kronos is given pr written notice of any such claim and has sole control over the investigation. preparation, defense and settlement of such claim; and. i) Customer reasonably cooperates with Kronos in connection with the foregoing and provides Kronos with all information in C'ustomer's possession I'elaicd to such claim and any ltnther assistance its reasonably requested by 1C rbn0S. Kronos will have ix) obligation to indemnify Customer to the extent any such claim is based 00 the use of the Software with software or equipment not supplied by Kronos. Should any or all of the Software as delivered and maintained by Kronos become, or in Kronos' reasonable opinion be likely to become, the subject of any such claim, Kronos may at its option: i) procure for Customer the right to continue to use the affected So Aware as contemplated) herender: ii) replace or modify the affected Software to make its use non-infringing; or iii) should such options not be available at reasonable ex pense, terminate this Agreement with respect to the affected Software upon thirty (30) days prior written notice to Customer. In such event of termination, Cusiomer shall be entitled to a pro -rasa refund of all fees paid to Kronos Ito' lie affected Software, which refund shall be calculated usin2. a live year stmight- hie depreciation commencing with the date attic relevant Order. Additionally, Kronos agrees to be liable for tangible property damage or personal injury caused solely by the negligence or willful misconduct of its employees 13. PROFFI`SSiONAI. AND f {f)1l(CATION; \1. SERVICES (a) TRAWL I. f:AI''ENSES Customer a°rCCS to rcimbin•se Kronos Ibr ail reasonable and necessary travel incurred by Kronos in the performance of any professional and/or educational services, provided that such travel complies with the then current Kronos - I ravel and Expense Policies. Customer further agrees to pay any novel expenses such as airfare, lodging, meals and local transportation, plus an administrative lee of ten percent 1 1 0 %) of' the amount of such travel expenses, incurred by KrOIRS Io deliver purchase( professional services and/or educational services in accordance with the Kronos Travel and 1speine Policies. Customer will be billed by Kronos for such travel expenses and payment thereof shall be due net 30. (b) f NCi AGEM ENT S !.)mess Otherwise indicated) on the OI'de1' Form, Professional and 1:ducatiatlal Services ("Professional Services ") shall be provided on 0 time and (material basis at the fates set forth in the Order Form. If a dollar limit is slated in the Order Form or any associated statement of work ( the limit shall he deemed an estimate Ibr C'ustomer's budgeting and Kronos' resource scheduling purposes. Alter the dollar limit is expended, Kronos will continue to provide Professional Services on a time and materials basis. if a Change Order or Schedule of Services for Continuation oldie PI'OfCSSiOnal Services is signed by the parties. (c) WARRANTY Kronos warrants that all processional and educational services performed under this Agreement sh.111 be pertb lned in a professional and eompetent manner. In the event that Kronos breaches this warranty. and Customer so notifies !Cronus within 30 clays of receipt of invoice for the applicable services. the Customer's sole remedy and Kronos' Kronor Incorporated 297 Billerica Road Chelmsford, MA 01824 Page: 315 Phone: (978)250-98()0 exclusive liability shall be to 1•t1-perform the services which were deficient in a manner so as to conlbi•m to the foregoing warranty, at no additional cost to Customer. (d) KRONOS PROFESSIONAL/EDUCATIONAL SERVICES POLICIES Kronos' then- ctnreni Professional /Educational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW and inay be accessed at: http: // www. kronos. corn / Support/ ProlessionalServicesEngagenlentPolicies .hint ( "Professional Services Policies "). In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shall prevail. 14. SOFTWARE SUPPORT SERVICES (a) SUPPORT OPTIONS Customer may select li the following Software support purchase optbns: Gold (or GoId Plus) and Platinum (or Platinum Phis) support ( "Service Type "), each providing different service coverage periods and /or service offerings, as specified herein ( "Service Offerings ") and in the Kronos Support Service Policies (defined below). Customer must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Customer is purchasing support services for Visionware Software, Customer may only purchase GoId Service Type for• the Visionware Software). All Updates shall be provided via remote access. Customer may purchase support services for Equipnletlt in accordance with the terms and conditions of Kronos' standard Equipment Support Services Agreement a copy of which is available upo request and is located at: http://www.kronos.comiLegal/EquiomentSupoortAar.aspx (b) EXTENDED SUPPORT PROGRAM (DELL SERVERS) Customers purchasing the Extended Support Program (as indicated on the Order Form) for their Dell servers purchased from Kronos shall receive a specialized, bundled set of Kronos Support Services. Because or the specialized nature of these services, the terms and conditions located at llltp: // www, kronos.ConVLegal /Supplemental] erins.aspx shall supersede the provisions of this Agreement for the Extended Support Program. (c) ]FRM OF SOFTWARE SUPPORT Unless otherwise indicated on tlx: Order Form, support service shall commence on the Software Delivery date and shall continue far an initial terns of one (1) year. Support service shall automatically brew for additional one year terms on the anniversary date of its coininencelnent date, unless either pasty notifies the other in writing sixty (60) days prior to that anniversary renewal date. Alter the one year initial tern of this Agreement, the Service Offerings ptt)vided and the Service Coverage period are subject to change by Kronos with sixty (60) days advance written notice to Customer. For the initial two (2) renewal years the annual support fee, for the same products and service type, will not increase by more than 4% over the prior year's annual support lee. (d) GOLD SERVICE OFFERINGS Customer shall be entitled to receive: (i) Updates for the Software (not including any Software for which Kronos charges a separate license lee), provided that Customer's operating system and equipment sleet nlinimuin system conligt requirements, as reasonably determined by Kronos. II'Customer requests Kronos to install such Updates or to provide retraining, Customer agrees to pay Kronos for such installation or retraining. at Kronos' then - current time and materials rate. ( ii) telephone and/or electronic access to the Kronos Global Supjx)rt ('enter for the logging of requests For service during the Service Coverage Period. The Service Coverage Period iOr the (fold Service Offering is 8:00 a.m. to 8:00 pot, local lime, Monday through Friday, excluding Kronos holidays. (iii) wets -based support including access to Software documentation, FAQ's, access to Kronos knowledge base, Customer boil ts, and e-case management. Such offerings are subject to modification by Kronos. Current offerings can be (Dune! athup: / /w\ 1V.k1•onos.coltl /services /supjx)rt -seI'viceS_aspx . (iv) Web-based remote diagnostic ieclunical assistance which nay be utilized by Kronos to resolve Software functional problems and user problems during the Service ('overage Period. (v) Access to specialized content as and when made available by Kronos such as technical advisories, learning quick tips, brown Nag seminars, technical insider tips, S11121\1 e- Learning, 1(R Payroll AnswerIorce and service case studies. (e) PLATINUM AN I) PLUS SER \ICE OFFERINGS; Platinum: In addition to the Service Offerings specified for the Gold Service OIlciing above, the Service ("overage Period for the Platinum Service (Offering is 24 hours a day, seven clays a week. 365 days a year. Plus option: In addition to the Service Oltcrings specified fur the Gold Service Offering above, customers purchasing the Phis option shall receive the services of a dedicated, huh 001 exclusive. Kronos Technical Account Manager ("'1'A1'l• - ) for one production instance of the Software. C'uStone►S purchasing the Gold -Plus option shall designate up to one primary and one secondary backup technical contacts ( "I cchnicat Contacts') tO be the sole Contacts with the TAM, while customers purchasing the Platinum -Plus option shall designate up to two primary and three seconda backup - technical Contacts. Upon request, Customer may designate additional and /or backup Technical Contacts. Customer is required to place all p) Technical Contacts through Kronos product training for the Software covered under this Agreement at Customer's expense. C irstolners purchasing the Platinum -Plus option shall also receive a one day per year visit to be perlurmed at the Customer location whew the Software is installed. 1)uling this mite visit, 1 <ronos shall work with Customer to identify ways to help Customer increase functionality or maximize utilization ol'the Software in Customer's specific environment. Customer must ix utilizing the then - current version of the Software. Travel and expenses ale not included and shall be paid by Customer. 11) PAYMENT Customer shall pay annual support charges 101 the initial tern) in accordance with the payment tcrnls on the Oder form and for any renewal term upon receipt of invoice. Customer shall pay additional support charges, if any, and time and material charges upon receipt of invoice (,a) ADDITION OF S0i: FWARE Additional Software purchased by (:•ustonter during the initial or any renewal icl'In shall be added to this Agreement at the same support option as the then current Software support coverage in place under these terms. Customer agrees to pay the charges for such addition, and any such addition shall be automatically renewed as provided in these terns, (ht RESPONSIBILITIES S OF CUSTOMER Customer agrees (i) to provide Kronos personnel with roll, lire and safe access to Software lit• purposes of support, including use of Kronos standard remote access Kronos incorporated 297 Billerica Road Chelmsford, MA 01824 Page: 4 ! 5 Phone: (978)250 -9800 technology, if required; (ii) to maintain and operate the Software in an environment and according to procedures which conform to the Specifications; and (in) not to allow support of the Software by anyone other than Kronos without prior written authorization from Kronos. Failure to utilize Kronos' remote access technology may delay Kronos' response and /or resolution to C'ustomer's reported Software problem. If Customer requires the use of a specific remote access technology not specified by Kronos, then Customer must purchase the Plus option to receive support and provide Kronos personnel with full, free and safe access to the remote access hardware and/or software. (i) DEFAULT Customer shall have the right to terminate Kronos support services in the event that !Cronus is in preach of the support services warranty set forth below and such breach is not cured within fifteen (15) days alter written notice specifying the nature of the breach. in the event of such termination, Kronos shall refund to Customer on a pro -rata basis those pre -paid annual support fees associated with the unused portion of the support terns. Kronos reserves the right to terminate or suspend support service in the event the Customer is in default under this Agreement with Kronos and such default is not corrected within fifteen (15) days after written notice. In addition, the support services will terminate and all charges due hereunder will become immediately clue and payable in the event that Customer ceases to do business as a going concern or has its assets assigned by law. (j) WARRANTY Kronos warrants that all support services shall be pet - Rained in a professional and competent planner. (k) KRONOS SUPPORT SERVICE POLICIES Kronos' then - current Support Services Policies shall apply to all Support Services purchased and may be accessed at: http: / /www.kronos- conl/Sup poll /Supfx)t1Se1vicesPolicies,htnl ( "Support Policies "), In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail. 15. KNOWL.0 DGEPASS EDUCATION SUBSCRIPTION: • The parties hereby agree that the following terms shall apply to Customer's purchase oldie Kronos KnowledgePass Education Subscription only, ifspeci tied on the Order Form: (a) Scope: The KnowledgePass Education Subscription is available to eustonxrs who are licensing Kronos' Workforce Central and iSeries Timekeeper Software products and who are maintaining such products under a suppal plan with Km nos. The KnowledgePass Education Subscription provides access via the intclnet to certain educational offerings provided by Kronos (the "KnowledgePass Content "), including: • Product and upgrade infonnation fi)r pi1)ject teams and end users • 1-iands -on interactive in1struction on common tasks • Self -paced tutorials covering a range of topics • .1o1) aids • Knowledge assessment and reporting tools to measure progress • 11'ebinars (b) Tenn of Subscription: The KnowledgePass Education Subscription shall n co -tcin inously with C'ustomer's Software Support, turd shall renew For additional one (! ) year terms provided Customer renews its KnowledgePass Education Subscription as provided below. (c) Payment: Customer shall pay the annual subscription charge fc»' the initial term of the KnowledgePass Education Subscription in accordance with the payment teams on the Order i=on)). Kronos will send Customer!' renewal invoice for renewal of the KnowledgePass Education Subscription at least forty live (45) days prior to expiration of the then cutlet» tern). KnowledgePass Education Subscription shall renew for an additional one (1) year tern) if Customer pays such invoice helbrc the end of the initial term or any renewal term. 1(1) Limitations: Customer recognizes and agrees that the 1CllowledgePass Content is copyrighted by 1 <ronos. Customer is permitted to make copies of the KnowledgePass Content provided in *pc11 IOrnl solely for Customer's internal use and may not disclose such KnowledgePass Content to any third panty other than Customer's employees. Customer may not edit, modily revise, amend, change, alter, customize or vary the 1nowledgePass Content without the written consent of Kronos. provided that t'ustonlci' may download and nt(xlity contents of Training Kits solely for Customer's inteinal use. (e) Train-the-Trainer Program ('111): (.'crtification under the Train-the-Trainer iainer Program is valid only for the point release oldie Software for which the . 1 - 1"f Prognim is taken, and covers only the Customer employe who completes the "l Program. 16. CONFIDENTIAL 1NI OkMAT10N " ('onlidential Information" is defined as 1nIt)nnation that is: i) disclosed between the parries alter the date of this Agreement that is considered confidential or proprietary to the disclosing party; and ii) identified as "confidential" at the time of disclosure, or would he reasonably obvious to the receiving patty to constitute confidential information because of legends or outer markings, by the circumstances of disclosure or the nature of the information itself AdditionaHy, the terms, conditions and pricing Contained ill this Agreement and the Order rot'ln, the Software (and Software documentation), and the Specifications shall be deemed to be Kronos' Confidential 1111i.)rnliili0)1, Each party shall protect the C'onf dential Information of the other party with at least the saute degree of care and confidentiality, but not less than a reasonable standard (dean:. which such party utilizes lbr its own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries ofthe receiving party who have a need to know) the other party's Confidential Inli)rmation, or use it for any purpose not explicitly set forth herein, without the prior written Consent oldie other party, The obligation of confidentiality shall survive for three (3) yetis after the disclosure of such Con fiderltial bllormalion. - this Agreement imposes no obligation upon cither•party with respect to the other parry's ('onlidential lnformahon which the tecciving party can establish by legally sufficient evidence: (a) was 1lghl(ll(ly possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt Iron) the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the rcceivingpalty in good faith from a third patty having the right to disclose it without 011 obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing patty's confidential infiornlation, which can be shown by tangible evidence, or (e) was required to be disclosed by applicable law, provided that the receiving party notifies the disclosing party of such requirenlenl prior to disclosure, and provided further that the receiving pally makes diligent effor to limit disclosure. 17. MARI:ETING ACTIVITIES Customer farces that Kronos may use C•ustomer's mine as part of Kronos' published customer lists. Upon 1<r'Ono5' request, (•llsto will participate in mutually beneficial marketing and public relations activities with Kronos. All content shall be subject to the prior review and approval of Customer. such approval not to be Krouos incorporated 297 Billerica Road Chelmsford, MA 01824 Page: 5 / 5 Phone: (978)250 -9800 unreasonably withheld. 18. LIMMIIT'ATTON OE LIABILITY . CUSTOMER'S EXCLUSJVE. REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS I3Ri A('1-1 OF TT IS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THiS AGREEMENT, ALI. OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN T!-!IS AGREEMENT, IN NO EVENT SHALL KRONOS' OR iTS PARENTS', SUBSIDIARIES', AFFILiAT'ES', OR THIRD PARTY LICENSORS LIABILITY TO A CUs JOM ER, HOWSOEVER R CAUSED, EXCEED THE VALUE OF TIME ORDER WHICH GIVES RISE TO THE CLAIM, AND IN NO EVENT WT1.1.. KRONOS OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR C'ONSEQUENTIAI. DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT' OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER'S SPEC! FIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT. 19. GENERAL (a) This .Agreement shall be governed by Massachusetts law. The parties waive the application of the United Nations Commission on Inter)at ionnl Trade 1 aw and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or entbrcement of this Agreement . (h) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The txuties intend for the remaining unaffected provisions to remain in lied fierce and effect. (c) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Ki'oiios and luny purported assignment, without such consent, shall be void. (d) Neither pally shall be liable for failures or delays in perl(bnnance due to causes beyond its reasonable control, including war, strikes, lockouts, frrc, flood, storm or other acts of God. Both parties agree to use their best efforts to minimize the effects of such 'allures or delays. (e) All notices given under this Agreement shall be in writing and Sent postage pre-paid, if to Kronor, to the Kronor address on the Order Form, or if to Customer, to the billing address on the Order Forn. (1) No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen. (g) The section headings herein are provided for convenience only and have no substantive effect on the construction ofthis Agreement. (h) The parties agree that if this Agreement is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement. (i) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with the applicable Order Fonn, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or Other communications between the parties relating to the subject matter of this Agreement, "Phis Agreement may be amended ally in writing signed by aothori ed inpresentat ives 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 considelat Ion, Customer is not entitled to any proluds or product 1 enhancements other than those contained on the Order Form. Customer has not relied on the availability ofany tenure version of the Software or Equipment identified on an Order Form, nor any other Enure product in executing this Agreement. (j) Use, duplication, or disclosure by the United States Government is subject to restrictions as set limb in subparagraph (0) (i) (ii) of the Rights in Technical Data and Computer Software el I Ise at DFARS 252.227 -7013, or subparagraph (0)( I )12) or the Commercial Complier Software Restricted Rights clause at FAR 52.227-19, as applicable. Manulact r /distibutor is Kronor Incorporated, 297 Billerica Road, Chelmsford, MA. • I.)ATED, " ` ' CUSTOIv 'R: N A M • t ., tl q ,._...... TITLE: .G. %1 a r _s.�_ �.