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PD Training ServicesHALOGEN' - SOFTWARE StrategicTalent Management Between: HALOGEN SOFTWARE INC. 495 March Rd, Suite 500 Kanata, Ontario K2K 3G 1 Canada FAX: 775-640-9544 ("Halogen") SERVICES AGREEMENT TRAINING SERVICES T13-SIS026 and: SAN RAFAEL POLICE DEPARTMENT 1400 Fifth Avenue San Rafael, CA 94901 USA (the "Customer') Be 3rf ,i�,, ` t. Subject to the terns and conditions of this Services Agreement, the terms and conditions of the Agreement (#06-2012-633) between the parties dated June 28, 2012 (the "Agreement') shall continue in full force and effect Where reference is made in this Services Agreement to a schedule or section number, unless otherwise stated it shall refer to the corresponding schedule or section number in the Agreement. Unless otherwise defined in this Services Agreement, all capitalized words used in this Services Agreement shall have the same meaning as defined in the Agreement. 1. Trainiaa Services & Fee Halogen will provide two (2) day(s) of End User Training for Halogen eAppraisalTm to be delivered onsite at the Customer's premises, to a maximum of eight (8) hours per day inclusive of trainer preparation time, delivery and wrap-up. The training charge is calculated at the rate of US$1,650.00 per day, for a total of USS 3,300.00 (the "Fee"). The Fee is due and payable thirty (30) days from the date of Halogen's invoice, which shall be rendered upon Halogen's receipt of an executed copy of this Services Agreement. 2. Services Expenses Halogen invoices expenses monthly, in arrears, as incurred. In connection with Professional Services performed at Customer's site, if any, Customer is responsible for actual travel and living expenses incurred by the Halogen trainer and/or consultant. These expenses will be invoiced by Halogen upon the completion of such on-site services, including without limitation, expenses relating to air and land transportation, hotel accommodation, and meal per diems and incidentals (maximum US$80.00/diem local currency). If transportation and/or hotel accommodation are arranged by Customer on behalf of Halogen, such arrangements will be subject to Halogen's written pre -approval. All travel and living expenses billed by Halogen in accordance with its Travel & Expense Guidelines are due upon receipt of invoice. If travel time is outside of the assigned Halogen training consultant's continent of residence, Customer shall also pay to Halogen a flat fee of US$1,500/Halogen representative per on-site visit. Halogen recognizes the following continents: North America, South America, Europe (including British Isles), Asia, Africa, Australia and Antarctica. For clarity, travel to Hawaii, Alaska, Puerto Rico and/or Mexico from North America will require payment of the foregoing fee. In connection with Professional Services performed at Customer's site, if any, Customer is generally responsible for the reimbursement of travel and living expenses incurred by Halogen due to flight cancellations or missed travel connections which are not caused by the actions of Halogen or its employees/agents. Customer shall have the following alternatives with respect to teleconferencing: (i) if Customer is located within Global Crossing's North American IFN toll-free calling area Customer will have the option to use "GoToMeeting" (Web) and/or an IFN toll-free number; (ii) if Customer is International and located within Global Crossing's current UIFN toll-free calling area Customer will have the option to use "GoToMeeting" (Web) and/or a UIFN toll-free number; and (iii) if Customer is international and located outside of Global Crossing's current UIFN toll-free calling area Customer will be asked to either call Halogen directly or provide their toll-free number for Halogen's use. San Rafael Police Department - Training Services Agreement - On-site End User - T13S 13026 - aa.vd Jb Created on 1/23/13 Page -1R Confidential 3. Trainin¢ Materials di: Convright Training materials are available only for the current standard release of the Software product(s) licensed by Customer. Customer acknowledges that any reference materials provided by Halogen to Customer in electronic or hard copy format in connection with these training and/or consulting services are the copyright of Halogen and are to be used by Customer for its internal use only. Unless otherwise directed by Halogen, such materials are not to be reproduced, copied or distributed by Customer in any form other than as required to train Customer's employees. Videotaping or other electronic and/or audiovisual recording of a training or consulting session conducted by a representative of Halogen is strictly prohibited. 4. Scheduline & Cancellation Training and consulting services must be booked and taken within the first twelve (12) months from the Effective Date as defined herein. Scheduling for training/consulting should be done as early as possible to assist in travel arrangements. Specifically, if Customer cancels a scheduled training engagement without a minimum of ten (10) Business Days prior written notice to Halogen, Customer shall pay to Halogen a lost utilization fee equal to the lesser of (i) $1,650 (local currency); and, (ii) the training/consulting engagement contract value. In addition, Customer shall pay to Halogen all unrecoverable fees and expenses associated with such cancellation, including without limitation, non-refundable travel costs. Such fees and expenses shall be invoiced by Halogen in a timely manner following Customer's cancellation. 5. Miscellaneous This Services Agreement is open for acceptance by Customer for a period of thirty (30) days from the date of Customer's receipt, failing which, all dates, prices and scheduling commitments expressed herein are subject to change. If Customer is not current in respect of license, M&S, hosting and/or other services fees due and payable to Halogen in accordance with the Agreement, Halogen may, in its sole discretion, suspend performance of all or part of this Services Agreement. Please return: (i) a complete executed copy of this Services Agreement to Halogen by fax to 775-640-9544 or by email to contracts(dilialogensoftware.com; and, (ii) if applicable, the PO number and/or document to Halogen's Finance Department by fax (613-082-5083) or email (arr' baloeensoftware.com). This Services Agreement is entered into as of the Effective Date; "Effective Date" is the date it has been signed by both parties. Halogen Software Inc. Signature %j�_��` ,�Z Name /_ Shelbyiikman Title (;orporate Cv wl �y z San Re P 1 e Dep trtt Signature --_Ij Name Title Date Jenuartj a'r5,2015 Date Email c1l • 214. t'j> 'Z9-1 Aa SiZ�.oP� San Rafael Police Department - Training Services Agreement - On site End User - T13 -S15026 - aa.vd Jb Created on 1/23/13 Page - 2!2 Confidential HALOGEN' NN9 - SOFTWARE StrategicTalent Management SUBSCRIPTION SOFTWARE LICENSE AND SERVICES AGREEMENT Contract No. 08.2012-833 THIS SUBSCRIPTION SOFTWARE LICENSE AND SERVICES AGREEMENT ('Master Agreement) Is entered Into between: Halogen Software Inc., ('Halogen] having a principal place of business at 495 March Road, Sutter 500, Kanter, Ontario, CANADA K2K 301 and San PjMwl Police Department (the 'Customer"), having a principal place of buslness at 1400 Filth Avenue, San Refeel, CA 94901 U.S.A. and Is effective as of the date this Agreement has been signed by both parties ('Effective Dab]. WHEREAS Halogen Is a company that, among other things, has developed and Is the owner of certain computer software prograrm; AND WHEREAS Customer wiehes to license One Software described In Appendbc A and to pracure the Services as described heraln; NOW THEREFORE In consideration of the mutual promises, covsnarb and agreements contained In this Agreement, and for other good and valuable consideration, the recelpt and suttdentyy of which Is acknowledged by the parties, Customer and Halogen agree as folhrm: 1. SOFTWARE AND SERVICES Customer hereby Ilcansee and/or purchases the following Software, Doclsrents0on and/or Services at the stated quantities and prices from Halogen, subject to the General Terns and CondlUons attached hereto as Schedule A. ANNUAL SOFTWARE LICENSE SUBSCRIPTION If, PROFESSIONAL SERVICES FEE Description License Tenn No, of Annual Subscription Fee ucensos Halogen eApprabalTM module with Halogen"' Three (3) year 100 USS5,087.50 HRIS Connect'", (Indust" of M&S Fess and aubscriptim o"emand Hosting Services Fees) Annual Professional Services Fee As above WA USi1,245.00 TOTAL ANNUAL SOFTWARE LICENSE SUBSCRIPTION & PROFESSIONAL SERVICES FEE US88,332.80 ONE-TIME PROFESSIONAL SERVICES FEE Ons -Time Professional Service Description One-Tlme Probaslonal Services Fee kftl Launch — Level I —Halogen e4prelsai'" USS4,495.00 TOTAL ONE-TIME PROFESSIONAL SERVICES FEB US54,496.00 Ilan T0121 Fee Dbcount Total Discounted Fa Dbsourd for TOW Discounted Fee Year 1 Year 1 I each of Years for each of Years 2 2 and 3 ad 3 Annual Software Lbana Subaw4ftn Fa— Halogen U886,007.60 10% U814,676.76 8% U814,e60.50 sAppraialym modals wsh Halogeny" HRIS Connset^d, (Indualve of M88 Fees and an-demsnd Hwang 8ervbs Fara) Annual Probssional Ssr*ss Fa U8111,246.00 WA U8111,246.00 WA US$1,246.00 One -Tho 13mbestonal Servbss Fa USi4,495.00 26% US$3,371.26 WA WA TOTAL (EXCLUSIVE OF TAXES) Uai10,a27.6o 'i L' U38e,196,00 �lam U91161e26.60 San Rafal Po6Oe Daputaent- Subscription On Demand sA HRIS - 0e-2012.633 - ab.dd "�^y Craated on 7/06/2012 Paps 1 d 20 C Ilden6al V'� The above pricing and tlms-Ilmlted discounts shall apply provided that this Agreement In executed and returned by Customer pdor to 6:00 PAL (ET) on June 29.201L 2. PAYMENT TERMS Customer agrees to the following payment terrne with respect to Software and Services (as defined herein): (a) Annual Software License Subacdotion Fee, The Annual Software License Subscription Fee Is comprised of the License, M&S, and Hostksg Services Fees (If purchased). The first Annual Software License Subscription Fee for the INtlal licenses Wed under this Agreement Is due and payable within thMy (30) days of the Effective Date; subsequent years' Annual Software License Subscription Fees ars due and payable on the anniversary of the Effective Date. Additional Arwwel Software License Subscription Fees applicable to any addRIonal licenses purchased by Customer during the Tenn, as da*md In Sedan 1(a) of Schedule A to this Master Agreement, will be calculated In accordance with Halogen's then -cuffed price list (prorated to the end of the remaining annual subscription period), and are due and payable wtthln Oft (30) days of Customers recelpt of Halogen's Invoke. (b) fgfi any renewal tens. Additional Annual Professional Services Fees applicable to any additional licenses purchased by Customer during the Term, as defined In Section 1(a) of Schedule A to this Master Agreement, will be calculated In accordance wfih Helogan's then -current price list (prorated to the end of the remaining annual subscription period), and aro due and payable within thirty (30) days of Customers receipt of Halogen's Invoice. (c) One -Time Professlonal Services Fee. The One-71me Professional Services Fee as specified In Section 1 of this Master Agreement, and as further described In Appendbc D. Is due and payable within thirty (30) days of the Effective Date. Fees for additional Professional Services are payable In accordance with the schedule set out In the applicable Services Agreement. (d) Excenaes Unless otherwise specified herein or In a Services Agreement, Cuatomer shall reimburse Halogen for all reasonable trawl and out -of -Pocket expenses Incurred by Halogen's representatives when traveling to perform any Services for Customer. M accordance with Halogen's then current Travel & Expense Guidelines, avanable on-Ilrre at httpJ/www.haMgensoflwee.comllf *WDF/secwartrowL.poilcy.php (password: helogerLtmvel). For dartly, Hainan acknowledges and agrees that no travel or out-of-pocket expenses shen be Incurred other then to with this Agreement andfor an executed Services Agreement. 3. PURCHASE ORDER AND INVOICING DETAILS Customer hereby agrees either that: (Q it has generated a purchase order(*PO`) to cover the total of the Fees and expenses specified In the Master Agreement, and the PO number Is: The PO document should be faxed to T754HO-9544 or emalled to ar®halogensotiwere.com to ensure proper reference on Invoices far the products and services purchased from Halogen. OR (11) A PO Is not required to authorize payment In full to Halogen of the Fees and expenses specified herein. Unless otherwise agreed by the parlles in writing, Halogen shag send Customers Invoke to [INSERT NAME OF PERSON] via the following address: 4. SCHEDULESIAPPENDICES The following schedules and appendices are attached to and form part of this Agreement Schedule A General Terms and Conditions Appendix A Description of the Software Appendix B M&S Services Appendix C On -demand Hosting Services Appendix D Professional SerAces 6. ENTIRE AGREEMENT This Agreement, Including Its Schedules and Appendices, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior statements, representallona, discussions, negotiations and agreements, both oral and written. No modillcation, amendment or variation hereof shall be of effect or binding upon the parties hereto unless agreed to In writing by their authorized officers. For clarity, any pre- printed tams and conditions on Customer's pwdwm order or other similar document shag be of no force or effect. San Rafael Paeoa Department - Subsa"on On Demand aA HRIS - 0e-2012.833 - ab.dd Created on 71W=12 Papa 2 o120 Confidannat ti. COUNTERPARTS This Agreement may be executed In more then one counterpart, each of which Is deemed an original and all of which together conaMA9 one Instrwert. Delivery of an executed counterpart of this Agreement by fax or a-md transmission Is deemed to be properly binding upon the delivering party. 7. AUTHORITY TO SIND The undersigned Individuals represent and warrant that they are expressly and duly authorized by their respective entitles or agencies to execute this Agreement and to legally bind their respective entities or agerxdes as set forth In this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement. Halogen Software Inc. San Ra a Depsn'� ). Signature: WUA— Signature: i j 1� Name: r�i%il3X Mcr,ANN Name: v-%- GENERAL teGENERAL COUNSEL Title:igu Title: �l'�� ar Date: of ic?0 12, Date: - Vq - 1-,L— San 'L Bran RAW Poke Depwrmrvt - SuOwipbm On Darrand nal► KRIS • 06-2012133 - a0.dd Crated an VOV2012 Page 3 of 20 Confidendal SCHEDULE A GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. 'Services' means those winces provided by Halogen as described In this Agreement andfor In a Services Agreement, (a) M these General Tema and Conditions, Including the InduoWs of m S Services, Hosting Services and Professional Appendices hereto. unless on context requires otherwise, the Services. as applicable. following words and phrases have the respective meanings set out below. 'Services Agreement means a mutually agreed upon executed document which describes the Professional Services. 'AfllOata' means, with respect to either petty, any entity that directly or Indirectly controls, Is controlled by or Is wider the 'SofMW means the version of the Halogen software program common control of a party for so long as such control lasts, IdengW In the Master Agreement and described in Appendix A where 'control" of an entity means On ownership of at lent In object code format, and any releases. derivatives, fifty percent (50%) of the voting securities of the controlled bnprovanefts, translatIm. adaptations, alterations, mWelons, eniftyextenstorms, changes, enhoccements or rnodifkallons. 'Agreemanr means the Master Agreement, these General Tema and Conditions, and any appendix, extension. renewal or amendment signed by the parties hereto. "Australian Privacy Act" means time Privacy Ad 1888, as amended, and all regulations and guldance Issued thereunder. "Business Day' means Monday through Friday, excluding the following holdup recognized In the Province of Ontario, Canada: New Yea's Day; Family Day; Good Friday; Victoria Day; Canada Day; Chrio Holiday; Labor Day; Thankaghift Christmas Day; Boxing Day. 'Business Houf• means an hour between 00:00 and 20:00 Eestem Time (ET). 'Documentation' means the standard, Engllsh-language printed and electronic versions of all documeMegon Intended for use with Ore Software, Including but not limited to the Specifications, user manuals, system administrator manuals and other guides, but excluding training materials. "DPA" means on UK's Data Profocfliwr Ad 1888, as amended, and all regulations and guidance Issued Ituereunder. 'Effective Date' means the date when both parties have signed the MosterAgreement. 'Error means any material and reproducible failure of the Software to operate andfor perform In accordance with the Documentation. 'Fess• means the fees payable ler the Uconse, MSS SeMcas, Hostig Services, and Professional Services, specified In the Master Agreemert 'Hosting Services' means, If applicable, the hosted, on - demand services provided by Halogen for Customer's benefit pursuent to Section 6 and Appendix C. 'M&S Services" means those maintenance and support services provided by Halogen pumusxt to Section 3 and Appendix B. "Profeselonsl Services' means the services provided by Halogen pursuant to Section 4 and Appendix D. namely the One -Tine Professional Services and time Annual Professional Services, a. well a. any services that Halogen may agree to provide purauent to a Services Agreement. "Rovlsw' means an evaluation document created for an employee or contractor of Customer using the Software. "Speculcotlons' means the tedv" opecificatlons for the sofWwore Identified and sat out In the Documentation. Term' means the heal subaa"on tern and any annual renewal term, as described In Section 7(s) of this Schedule A. 'Update means a fir, patch or such other minor Improvement enhancement, modification or expanslon of the Software (typically denoted by an increment to the Software's number Immediately to the right of the decimal point. Le. 12.1, and 12.2) ss well as major revisions to and new versions of the Software (typically denoted by an Increment to the Software's number to One loft of the decknel point. I.e. 12.0 and 13.0), which are generally commercially distributed by Halogen as part of the M&S Services and for which Halogen does not impose a separate charge or license separately. (b) eggend(ces. The following appendices are attached to and form part of those General Terms and Conditions: Appendix A Description of the Software Appendix B MBS Services Appendix C On-Demard Hosting Services Appendix D Professional Services 2. GRANT OF LICENSE (a) General Grant During the Tenn, except as otherwise specified herein, Customer Is hereby granted a norAmnsferable, non - assignable, non-exclusive, Internal license, without right to sublicense, to use the number of licensee to the Software and Documentation specified In the Master Agreement solely for the purposes contemplated by and described In Appendix A, provided however that In rasped of Halogen eRecrultmenim. H applicable, such license use shell be Imfied toCustomer Size ("License"). Notwithstanding the foregoing, Customer Is hereby permitted to sublicense Re right to use the Software and Documentation to Its Alfflates, provided that m Customer provides Halogen with a minimum of ten (10) days prior written notice of such sublicenee; pQ Customer remains solely responsible for the actions andlor Inactions of such Affiliates; and (M time combined total of all Licenses does not exceed the maximum number of Licenses, or In the case of Halogen eReauftment"'. K applicable. Customer Size, specified In the Master Agreement. (b) Restrictions Customer shall use the Software and Documentation coley for No internal business operations. Except a expressly autharired by Ude Agreement, Customer shall not without Halogen's prior written consent: (I) use, copy. molly, adapt, Improve, maintain, losnse, sublicense, lease, eel, rent, export or grant other rights In and to the Software; d9 transfer this Agreement or any license to use the Software In whole or in part; (In except ss permitted by law, translate, reverse engineer, modify. adapt create derivative works, decompfie, mage, separate, disassemble or convert Into Son Rafael Pofte Deparkne t - Subwlpron On Demand eA HRIS - 0e -20124M - eb.dd CreaMd an 7/06/2012 Page 4 of 20 Codldentle! Ed human readable form or Into another computer language, all or any part of the Software; (Iv) remove any copydgM, patent, trademark, design right, trade secret, or any other proprietary rights legends from the Software; or (v) dl dm the results of any benchmark test of the Software to any third party. Customer le responsible for all ectivitles conducted under Its user login and for Its users' compliance with this Agreerment. While using Me Software and Documentation, Customer shag not; m send or store Infringing or udawkd material; M send or store malicious ious code; plq attempt to gain unauthorized access to, or disrupt the Integrity or performance of, the Software or the data contained therein; (tv) permit acme to the Software by a dkect competitor of Halogen; or (v) use the Software to provide any service to a third party. (c) Conlee. If Customer's deployment Is on -premise, Customer may make a reasonable number of copies of the Software for back- up or archival purposes. NaRtiMlbatanding the foregoing, absent HalogerYa prior written permission, Customer Is not authorized to Install more than one Instance of the Software, Customer may also make copies of the Documentation for use at Customers premises as necessary to assist Customer In using Do Software. Customer shag reproduce all conlidentleilly and proprietary notices upon such copies of the Software and Docurnenb0n. (d) gem (;ights. Any rights not expressly granted herein shag be reserved for Halogen. Rights In and to the source code as well as rights In and to other Inlamatlon pertalntng to the logic, design or structure of the Software are specifically excluded from the License. MAINTENANCE & SUPPORT SERVICES Halogen shag provide the M&S Services as described In Appendix B. 4. PROFESSIONAL SERVICES Customer acknowledges and agrees that it must purchase One -Time Professional Services and Annual Professlonal Services in conjunction with the I kensa. Upon request, Halogen may provide additional Professional Services, including, but not limited to training, consulting, database or data migration serADOL In support thereof and In accordance with the provisions of Appendix D, Halogen shag provide the Professional Services specified In the Mester Agreement end such fiather Professional Services as may be specified from than to time In a Services Agreement. HOSTING SERVICES If purchased by Customer under the Mester Agreement, Halogen shall provide Hosting SeMces during the Tenn: (1) In support of the number of Uceness, and/or Customer Size, if applicable, spedisd In the Master Agreement. and, (1) In accordance with Appendix C. Unless otherwise agreed by the paNas, the Hosting Services shag be provided In respect of one (1) hosted aha only. PAYMEN78 (a) Fees and Expenses, Customer shag pay to Halogen the Fees and other expenses, as applicable, set out in the Master Agreement. Following the Initial subscription term (es Identl1led In Seddon 1 on Page 1 of Ude Agmemenq, Halogen reserves the right to Increase the Annual Software License Subscription Fee and Annual Professional Services Fee as set out In the Master Agreement upon renewal upon not has than thirty (30) days notice. (b) No Uceme Rlohrtsfikwonelon Customer acknowledges that Customer has no rights under this Agreement In reaped of any undisputed unpeld Licenses and Professional Services. Halogen reserves the right to suspend the performance of arty or all of No obligations hereunder upon not less than thirty (30) days prior written notice H undisputed amounts are unpold when due and remain unpaid at the end of such notice period Specifically, If Customers deployment to on -demand, If Customer does not pay its annual Hosting Services Fee In a timely manner (which Fee Is part of Customers Annual Software Ucense Subscription Fee), Halogen may terminate Cuslomers hosted access In accordance with Section S of Appendbc C (Termination of Hoeft Services). (c) Dom. H Customer disputes the correctness of any pet of Halogen's invoiced Fan or expenses, Customer shall advise Halogen wdthln thirty (30) days from Customers receipt of the applicable Invoice, failing which such Involve must be paid In full In accordance with the terms of this Agreement. Nothing M this clause allows Customer to delay payment of any pat of the applicable Invoice that Is riot In dispute. (d) TEM. Customer shag provide Halogen with a tax exempt cerligcale, failing which, Customer shall pay all applicable dupes, taxes or amounts due In Fou thereof owed by Customer, related In any way to this Agreement, exclusive only of taxes based an Halogen's net Income. (e) Shlome Unless otherwise agreed by to Parise In wvritktg, Halogen shall deliver tie Software and Documentation eleclrordoelly. If a physical shipment Is required, It shall be FCB Shipping Palm. Responsibility and title In the Software (to the extant List any title Is transferred carder this Agreement) shall pass to Customer as follows: (D If physically shipped, once the Software Is delivered to Halogen's commercial carrier, pq H electronically shipped absent any Hosting Services from Halogor% once Halogen deilvers to Customer the applicable downloadable license file, or 01) If electronically shipped to Customer for use In Halogen's hosted on -demand hosting *Wronment, once the Software Is made available to Customer. The Software shall be deemed accepted upon dsilvsry. (f) Currency, Unless othervdse Indicated, all prices quoted In this Agmement are In United States of America Dollars rUSDJ, and payments to Halogen pursuant to this Agmemerd are to be made In USD. (g) Momv Back dusrentee. All Software licensed by Halogen under the terms of this Agreement (cher than additional Iloomes for a previously licensed module) and the Annual Professional Services component of the Customers Professional Services entitlement shag be subject to a money back guarantee, commencing upon the Effective Date of this Agreement (or the applicable Addendum) end continuing for a period of one hundred and eighty (180) days (the 'MBG Petodr). At any time during the MBO Period, subject to the below listed condltlons but otherwise at Customers sole discretion, Customer may elect to terminate this Agreement (either In whole or In part, In respect of only select module(s)) and obtain a pro -rata refund of the first years Annual Software License Subscription Fee and the first years Annual Professional Services Fee for the module(e) being returned, calculated from the date Halogen receives Custaners notice to the and of the first year's subscription tern. In such event, notwithstanding anylMng In this Agreement or the applicable Addendum to the contrary, Customer shag not be required to pay Halogen the subsequent years' Annual Software License Subscription Fee (U arty) andfer the subsequent years' Annual Professional Services Fee (if any) In respect of such module(s). The money back guarantee described above Is subject to the following conditions: (q Customer must have booked and fully received oma of Halogen's assisted knplemenlatlon services programs for the module(s) being returned. For clarity, Customers refund entitlement does not Include the One -Time Professional Services Fee paid or payable In moped of such services program, and, (1) Customers notice must be sent to with a hard copy by Sen Rdsel Polos DepaMxeM- SubsWon On Demand eA HRIS - 00-2012433 • eb.dd Created on 7x0er2012 Pegs a of 20 Codldenwal 1 fiJ, regular mail to the address noted above, Attention: Finance Department. T. TERM AND TERMINATION (e) IM This Agreement be effective on the Effective Date and shall, union earlier terminated as provided heroin, continue for the Initial subscription term (as Identified In Section 1 on Page 1 of fhb Agreement). Following the Initial subscription term. the provisions of Sts Agreement shall automatihe1y ronew at Halogen's Ihewcraront miss for subsequent one year terms, unless either party provides written notice of Its Intention not to renew this Agreement at least Wdy (30) days prior to the end of the then-cunrent subscription term. (b) Termination This Agreement shall terminals on the earlier of m termination of the Tern, where notice of non -renewal Is timely provided by one party to the other In accordance with Section 7(a) above; PQ on a day that Is thirty (30) days after one parry gives the other written notice of breach by the other of any material term or condition of this Agreement, unless tiro broach Is remedled before that day to tiro satisfaction of the notifying party; (HQ upon written notice of termination by one party, effective immediately, If the other party is or becomes Insolvent or bankrupt or ceases paying Its debts as they mature, or makes or files an assignment In banlouptsy or otherwise acknowledges Its Insolvency, or a trustee, receiver, liquidator or similar official Is appointed for the other party or any substantial portion of Its property and assets, or bankruptcy, Insolvency. arrangement or similar proceedings we Instituted by or against the ollm party; (h) upon veftten notice of temiationby either rry, peeffective Immediately, O the circumstancircumstancesxstances o� Force Majeure described In Section 18(d) are continuing and have continued for a period of at least ably (80) consecutive days; or (v) upon written notice of termination by Halogen O Customer falls to pay any or all undisputed Fees or other amounts due hereunder within fifteen (1 a) days of receipt of such notice. (o) EW of Iminelloll odhin Agreement, and unless otherwise providedherrem If torrrdnati n Is dueof Customer's unromedled material breach or Its bankruptcy or Insolvency (as each aro described In Section 7(b)) or due to Foca Majeure (es defined In Section 18(d)), all payments that would otherwise have been payable for Software received or Services performed hereunder during the Term (to oro extent not already paid by Customeh shag become due bnrnedlately, (9) If termination Is due to Halogen's an medled material breach or Its bankruptcy or Insolvency (es each Is described M Section 7(b)), any prepayment made by Customer to Halogen for Software received or Services that would othenMse have been performed after the termination date shell be refunded to Customer, (NQ subject to paragraph (e), Customer shag Immediately cease using the Software and, shall return to Halogen or destroy all copies of the Software and Documentation, and cer* to Halogen In writing that Customer has compiled with Its termination obligations hereunder, and (iv) each party shall return to the other, or destroy ail Confidential Information of the other party In Its possession or under Its control, and provide certification of destruction of same upon request (d) Services Termination. Should either party terminate any Hosting Services or Annual Prafeselonal Services (as Mmssly provided herein), the provisions of this Agreement which are applicable to the services or obligations so terminated shag be deemed terminated and the provisions of Section 7(c) shag appy, se applicable. Termination of such Services shall not result In tiro termlnallon of any valid licenses to the Software, which shag otherwise remain In full force or effect as provided herein. (e) . Sections 2, 8(c), 7(c), 8 to 10 and 12 to 18 shall survive the termination or expiration of Ihle Agreement. OWNERSHIP (s) General Prooderary Rlohb. The SoiMisre and Documentation and the media on which they ars provided (if any) are Ncensad, not said. Al dght, title and Interest In and to the Software and Documentation, Including ail patents, copyMW trademarks, mask works, circuit layout rights, design rights, trade secrets and Wier proprietary and Intellectual property rights In or misted to the Software and Documentation, along with all enhancements, modifications, translations and derivative works of the Software or Documentation, belong to Halogen or its Newsom, whether or not spednc ly recognized or perfected under tiro laws of the country where the Software and/or Documentation Is located. (b) Food Halogen shall have a royally -free, fully paid-up. nonexclusive, perpatual, Irrevocable, worldwlde, transferable (only to a successor In kderest by way of merger, morgs *Mlon or sale of all or substantlak all assets or equIW, subncensable Hoarse to use, copy, modify, or distribute, Inccsdkng by incorporating Into the Sollware, any suggeations. recornmendenore or other feedback provided by Customer or Be users relating to gra operation of the Software. (c) No Additional Rights. Notting In this Agreement shall be construed as Increasing the number of copies Ilceneed to Customer or the number of permitted users or licensee, or providing Customer wfih additions) Halogen products or services. 9. CONFiDENTIALITY (a) Deftill The parties acknowledge that one party rReceNing Partly") may recelve confidential and/or propdetmy information relating to the other panty ('DhwJming Party') or Its licensors or customere CConfidenthd Information). The parties shall only use such Confidential Information In the performance of this Agreement and shall not disclose any such Confidential Information to any other party unless authorized by the Disclosing Party In writing. Halogen Confidential Information shag be deemed to Include, regardless of madkkng, the Software, the Documentation, any unannounced product(s) or seMco(s) of Halogen, and the terms, condillons and subject matter of this Agreement and any related contractual documents. If Customer's deployment is on -demand, Customer Confidential Information shag be deemed to include. regardless of marking, all Customer data, files and records stored on any Lused by Halogen to provide the Hosting Services. As soon as practicable, Receiving Patty slang notify Disclosing Party of any breach of this Section 9 of the Agreement. (b) Restrictions Receiving Party shop not transmit maintain, rernanufacture or duplicate all or any pad of, the Corrgdentlal Information w apt In accordance with the farms and conditions of this Agreement Receiving Party shell be direly liable for time acts or omissions of He employees or contractors with respect to such conflderdially obligations. Recelving Patty agrees to protect the Confidential Information with at least the same degree of care It uses to protect Its own trade secrets and pmpdetwy Information but no less then reasonable caro. (c) Exclusions, The foregoing confidentiality obligations shag not appy to Confidential Information which. (Q at the tkne of disclosure Is within the public domain, other then through a breach of this Agreement by On Receiving Parly; (m after disclosure becomes readily and lewhrily available to the Industry or the public, other Oran through a breach of this Agreement by the Receiving Party; (D) Receiving Party can establish, by documented and competent evidence, was In fie possession prior to the date of disclosure by Disclosing Party; Ov) Receiving Party can establish, by documented and competent evidence, was Independently, developed by the RecelAng Party without use or reliance upon the Confidential Infomation: or (v) is approved for disclosure, In advance, In writing by DbcloabV Party. San Ramat Police Depart=nt- Subso"on On Ownend eA HRIS - 08-2012-033 - eb.dd Crated on 710a M2 Page 0 o1 20 ConndeMlal (d) gZMW12d Dlscbsurp. In the event that the Receiving Party Is requested pursuant to legal process to disclose any Confidential httormllon of the Disclosing Party, the Receiving Party shag provide the Disclosing Party with notice to such effect, and at the request of the Disclosing Party shall co- operate with the Disclosing Party at no cost to the Receiving Party In seeking relief against the disclosure of such Confidential information. in the event that through legal process the Receiving Party Is obligated to disclose any Confidential Information, the Receiving Party may do so without breaching the terms of this Agreement, provided that fie Receiving Party franishes only that portion of the Confidential Information that it Is IegeDy required to hunish. (e) Eaudlable Remedies. Receiving Party aclanowladges that disclosure or use of the Confidential Infomnation contrary to of Agreement may cause the Disclosing Party Irreparable harm for which damages would not be an adequate remedy and further acknowledges that, In addition to any other remedies that may be available at law, the Dtaclosing Party may appy for all available equitable relief Including In)uncM relief. 10. PERSONAL INFORMATION Halogen acknowledges that, In the course of fulfilling Its obligations under this Agreement, it may have or be given access to Information eb and an Identifiable Individual which Is personal Informllon, personal date and/or sensitive personal data (as defined In the applicable privacy or date protection legislation, H any) ('Personal informationj, Halogen shall comply with ad applicable laws governing the use, disclosure and access of such Personal Informeton, kwArding but not limited to, any and all requirements to protect such Information from los or unoulhorizsd access as required by the Personal Inf mnsf/on and Ekdmk Documents Act (PIPEDA) where applicable. Without limiting the generality of the foregoing, Halogen agrees that Personal Information shall be considered and treated as ComVential Inform lion and shall therefore be subject to the provisions of Section g. 11. WARRANTIES upon Installation, that certain customary Infrastructure such as Internet connectivity must be In piece at Customer's site In order for certain functionality to operate in accordance with the DocumentalloN and that the provision of this Ihfrasbucture Is not part of this Agreement. (b) Services Wananly, Halogen warrants that the Services to be provided hereunder shall be performed vAh reasonable aero and ski] by an individual trained In and competent with the Software and In a professional manner. Halogen's sob rssponabllity and Customer's sole remedy with respect to defident or naaeonforming Services Is to use commarclelly reasonable efforts to re -perform such services in accordance with the inns and conditions of We Agreement. (c) Genera(. Halogen represents and warrants that it has all richt, paver, and authority to enter Into this Agreement and to provide the Software and Services described In the Agreement and that nothing In this Agreement or Halogerfs performance consistent therewith will violate any agreement or obligation that Halogen has to a third party. (d) Holme THE WARRANTIES IN THIS SECTION 11 ARE THE ONLY WARRANTIES EXPRESSLY GIVEN BY HALOGEN WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND THE SERVICES. TO THE EXTENT PERMITTED BY LAW, HALOGEN EXCLUDES ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE CONCERNING MERCHANTABILITY. SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. HALOGEN DOES NOT MAKE ANY WARRANTIES THAT THE SOFTWARE AND THE OPERATION THEREOF WILL BE UNINTERRUPTED, ERROR -FREE OR SECURE. (a) No Authorization No Halogen agent, representative or dealer le authorized to modify, extend or add to any wanerky on behalf of Halogen. 11. INTELLECTUAL PROPERTY INDEMNIFICATION (a) Software Warranty. Halogen warrants that during the period (B) beginning on the Effective Date and continuing for ninety (OM days thereafter CWarranty Pododly. W the Software shag conform substantift to the Speclfications eel out In fie Documentation ('Software Warrantyl; and M If applicable, the media upon which the Software Is provided shall be free from defect In materials and workmanship ('Madge Wonhantyl. Customer's sole remedy and Halogen's sole obligation with respect to a breach of the foregoing warranties Is as follows: m In respect of the Media Warranty, provided that the media Is rebaned to Halogen within the Warranty Period, Halogen shag provide Customer with replacement media; and, tai) In respect of the Software Warranty, provided that Halogen Is notified In writing of the non-conformance durirng the Womonty Period, Halogen shall, at Its sole option, use commercially reasonable efforts to correct slgnHicant defects In the Software or provide a workaround thereto, wfthcut charge to Customer, falling which, Halogen shag refund to Customer an amount equhrabnt to, but no greater than, the Annual Software License Subscription Fee paid In respect thereof. The above warrantee ahafl not apply to: (a) any Software that Is modeled without Halogen's written consent or (b) any Software which has been rrdaused, altered, repaired or used with equipment or software not expressly approved by Halogen. Halogen shell have no responsibility to claims arising from: m modifications of the Software made by Customer If such claim would not have erten but for such modifications, or (m combination or use of the Software with any other products, If such claim would not have arisen but for such combination or use. Customer further acknowledges that the Software, If It Is to be installed on-pnsrnlse at Customer's site and not hosted by or on behalf of Halogen, typically requires some configuration Defence of lafta Mita Halogen shall Indemnify, hold Customer harmless against and defend or settle any action brought against Customer to the extent that It Is based on a claim that the Software provided by Halogen under this Agreement Infringes any patent or copyright of a third party registered, pending and/or Issued In Canada or the United States of America as of the Effective Date ("Thins Party Rights') and shall pay the resulting costs, damages andtal fees finally awarded against Customer, provided that (Q Customer notifies Halogen In writing within ten (10) days of receiving notice of any such claim against Customer, (i) Halogen or it 11consom have sole control of the defence, compromise or settlement of such dab, Including any appeals; QIQ Customer reasonably cooperates with Halogen In the defence or settlement of such claim at no charge to Customer; and (iv) Customer makes no admisdons or offers of settlement to the third party. Halogen shall not be liable for any cost or expenses Incurred by Customer with respect to settlement of an Infringement dab without Halogen's prior written aulhorizallon. (b) Exclusions. Halogen shall have no liability hereunder for any claim of infringement based on: (n use of a superseded release of the Sollwere H the ki ingemant would have been avoided by the use of a current release of the Software that has been made available by Halogen to Customer at no additional cost to Customer, (0) the use of a release of the Software that has been modified or altered by a party other than Halogen or used not as directed by Halogen If the Infringement would have been avoided by the use of an unmodified or unaltered release of the Software; or (S) the combination, operation or use of the Software with software, hardware or allw materiels not furnished or recommended by Halogen If such Infringement would have been avoided without such sollwars, hardware or other materials. San Rafael Polies Departrard- Subso"on On Demand sA HRIS - 06 -2012 -ems - ab.dd Creatsd on =12012 Papa 7 0120 Conadaneal (c) Remedies. In the event the Software, or a component pad thereof Is, pursuant to a Anal decision by a court of competent Jurisdiction, held to hddrpe, or 1s believed by Halogen to hdMge or polerdlagy Infringe, Third Party Rights, Halogen shall, In addition to the Indemnification and defence provided for In Seddon 12(a), and at Hologeds option, (a) modify, at Its expanse, the Software to be non4nfdrhginL (b) obtain for Customer a license to continue using the Software; or, N the foregoing options ate not reasonably practicable, (c) terminate this Agreement and refund Customer all prepaid Fees for that portion of the Tam then remalnhg. This Section 12 shall only appy In reaped of a final decision rendered by a court of competent Judedldlon or In rasped of a settlement of an Inidngement action with the prior written consent of Halogen. (d) ENTIRE LIABILITY. THE FOREGOING STATES THE ENTIRE LIABILITY OF HALOGEN AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR ANY INFRINGEMENT OF THIRD PARTY RIGHTS. I & LIMITATION OF LIABILITY (a) LIMMATIOJY IN NO EVENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL HALOGEN, ITS LICENSORS, OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR CONTRACTORS BE LIABLE TO CUSTOMER FOR: (9 ANY INDIRECT, INCIDENTAL, ORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING WITHOUT LIMITATION ECONOMIC LOSS, LOST PROFITS, LOSS OF USE, LOSS OF USE OF PROFITS, REPROCUREMENT COSTS OR LOST OR DAMAGED DATA, EVEN IF HALOGEN OR ITS AFFILIATES WAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE, OR IF SUCH DAMAGES ARISE FROM ANY MISREPRESENTATION, BREACH OF ANY IMPLIED OR EXPRESS WARRANTY OR CONDITION, BREACH OF ANY OTHER TERM (INCLUDING A FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM) OR BREACH OF STATUTORY DUTY; OR (11) A MAXIMUM AGGREGATE LIABILITY IN ANY CLAIM, ACTION, DEMAND OR PROCEEDING WHICH EXCEEDS: (/A) FOR THE SOFTWARE, THE TOTAL AMOUNT OF THE LICENSE FEE COMPONENT OF THE ANNUAL SOFTWARE LICENSE SUBSCRIPTION FEE ACTUALLY PAID TO HALOGEN BY CUSTOMER DURING THE YEAR IN WHICH THE CLAIM AROSE; OR (8) FOR ANY SERVICES PROVIDED, THE M&S OR HOSTING SERVICES COMPONENT OF THE ANNUAL SOFTWARE LICENSE SUBSCRIPTION FEE, OR THE ANNUAL PROFESSIONAL SERVICES FEE, AS THE CASE MAY BE, PAID BY CUSTOMER TO HALOGEN FOR THE SERVICES GANG RISE TO THE CLAIM DURING THE YEAR IN WHICH CLAIM AROSE (b) Exced The foregoing 9mttations an Iabli ty shall not apply to. W dam caused by Hatogen's gnea negligence or wilful misconduct to either Customer or a third part'; or M third party Intellectual property claims for which Halogen Is required to Indemnify Customer pursuant to Section 12. (c) Basis of Bomain. The parties admowdedge and agree that the 11mltsd warranty, exclusive remedles and Ibntted liability set forth In this Agreement are fundamental elements of the basis of the bargain between Halogen and Customer, and that Halogen would not be able to provide the Software or Servlces on an economic bash without such limitations. (d) Limitation Period. No action, regardless of form, arising out of or In relation to any services may be brought more then two (2) years slier the completion of the services to which the action relates. 14 DISPUTE RESOLUTION AN matters of dMoence between the parties In relsllon to this Agreement shag be dealt with In accordance with this Sectlom Notwllhstsnding the foregoing, no provision hereof shag Mnit the rigid of any party to obtain equitable rellef, Including without limitation, honctive rdd, from a court of competent Jurisdiction before, after ar concuarent wftih modledon. arbitration or other proceeding, provided however that any proceedings which occur In accordance with this Section and are brought by Customer shell be In Its IndMdusl capacity, and not as a does member in any purported doss or representative proceeding. The parties shall attempt to resolve any dispute arlai ng from or raising to this Agmemat through consultation and negotiation In good faith and a sptdt of mutual cooperation for up to fifteen (16) days commencing on the date when one party gives written notice to the other parry of any controversy or dam. However, if those aftempts fail, the dspule shall be submitted to arbitration. The parties agree that any continuing disputes arising from or related to this Agreement shall be deckled pursuant to the that*ument Poles of On Amadcan Arbitration Association at such a location to be mutually agreed upon by the parties. If the parties cannot agree on a location for the arbitration within ten (10) days, the parties agree that the arbitration will take place In New York, New Yak. Unless provided othenMse M the Agreement, the arbltretors, at least one of whom *heli be knowledgeable about Information♦ technology agreements similar to this Agreement. may not award non-monatery or equitable relief of any soft They shell have no power to award damages it eonststent wllh the Agmennent or punitive damages or wW other damages not measured by the prevailing party'a actual damages, and the parties expressly waive their right to obtain such damages In arbitration. In no event, even N any other potion of these provisions is held to be kwalld or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or Imposed by a court deciding the matter In the same Judedistion. The arbitration shall be conducted In the English language. All aspects of the arbitration shill be treated as conlIdentlel. Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before malting any such disclosure, a party shall ghro written notice to the other party and shall afford such party a reasonable opportunity to protect I, Interests. The result of the arbitration and the reasons therefore shall be given in writing, and Wit be binding on the parties. and Judgment on the ad0ators' award may be entered In any carat having Jurisdiction. The parties agree Vat the arbhrators award may only be appealed on a question of law or patent unreasonableness. EACH OF THE PARTIES HERETO IRREVOCABLY WANES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIA. INDUCEMENT TO ENTER INTO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 18. U.B. GOVERNMENT END USERS If Customer Is a federal government entity or government contractor In the United States of America, the Software Is subject to the following restricted rights: use, duplication or disclosure by the U.S. Government is subject to restrldlons on set forth In subparagraph (c)(1)Q1) of The Rights M Technical Data and Computer Softwere douse at DFARS 2SZ227-7013, or subparegrophs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 62.227-19, or clause 18.62.227.88(4) or the NASA Supplement to the FAR, as applicable. ContradodManufacturer Is Halogen, 1S. AUDIT Customer to responsible for monitoring Its License count. N Customer's deployment Is on -promise, Customer agrees to: m advise Halogen, upon request, of all locations whom Software is used or stored and to provide Halogen reasonable access to such Soh Rafael Pella Depw6nent - Subealpeon on Demand ell HRIS - 06-20124133 - ab.dd Created on TAMI 2 Page s of 20 Cmfldendd locations and the Software, Including arty copies; 01) maintain complete and accurate records lin accordance with generally accepted accounting principles or IFRS. as applicable) relating to ft activities under ft Agreement; and 01) upon request, not more then once per twelve (12) month period, cortNy Its current use of the Software Including without limitation Customer Size and number of Job descriptions. as applicable. Halogen may, at Its expense, appoint an Independent third party to audit, no more then once annually, Customer's use of the Software. Any such audit shall be conducted during regular business hours at Customers office, upon a minlrnum of five (a) business days notice and shag not urxeeeonably Interfere with Customers business activities. in nau of the foregoing, and at Halogen's option, Halogen may require Customer to nor a license utllkation script file not more than once per twelve (12) month period and limey provide Halogen with the results thereof In support of this Section 10. If Cuslomsr's deployment Is on -demand, Customer acknowledges that Halogen shall have the ability to: m audit Its use of the Software at any tions, with no prior notice to Customer, end M require Customer to caft upon request, not more then once per twelve (12) month period, Customers current use of the Software Includng Wt houl Imitation Customer Size and number of Job descriptions, as applicable. In addition to other remedies available to Halogen. If any such audit or certMcallon stows that Customer hes underpaid the applicable Fees, Customer shall pay such underpaid Fess within thirty (30) days of Invoice, It underpaid Fees for any period aro In susses of five percent (696) of the value of the Fees paid for that period under this Agreement, then Customer shall also pay Halogen's reasonable costs of conducting the audit, If any. 17. PUBLICATION Customer consents to publication of Its name and logo by Halogen In a factual isUng of Halogen's customers within presentations, on trade show signs and on Its webefte. Halogen shall seek Customers prior written autihorizadon for any other use of Customers name or logos. Provided that Customer Is satisfied with the Software, Customer agrees to consider: m pw#dpeting In a success story for the Software to be published on Halogen's website end (K) acting is a client reference for Halogen on an as- and when -needed bests. 18. GENERAL PROVISIONS (a) Compliance with Applicable Laws. Each party shall comply with any and sI applicable Ism, Including, but not Imlled to, export laws, and, as applicable, the DPA and the Australian Privacy Act. (b) Governing Law and Jurisdiction. This Agreement Is governed by and Is to be construed and interpreted In accordance with the laws of the Slate of New Yak, without regard to concoct of laws. The parties expressly dladaim the application of the United Nations Convention on the International Sale of Goods to Ws Agreement. Subject to SecUon 14 above, Customer submits to the non4mmit sive Jurisdiction of the courts of the State of New York, and Halogen submits to the exclusive Jurisdiction of the courts of the State of New Yak (c) Independent Princbeia. The parties are and shall at all time remain Independent principal@ In all relationships and actions under or contemplated by this Agreement and nefther party has the suftrtly to and the other or to Incur any obligations on fie behalf, Neither party shell represent fieeN to be the agent, )int venturer, partner or employee of the other nor shall either party make any statements or lake any steps or acts that do or could imply or create any agency, Joint venture, partnership, employment or other business relationship between them, other then as expresely hereby contempleted. (d) Force Maleure. Subject to Section 7(b), neither party shall be responsible for delays or failure of performance under We Agreement, except for Customers obligation to pay the Fees, to the extent resulting from causes that are beyond the reasonable control of such party and which render the continued performance of this Agreement Impossible, Impractical or Illegal, Inckiding, but not limited to, fire, flood, explosion, tomedo, epidemic, earthquake, snowstorm, Ice storm or other act of God. embargo, explosion, malfunction, dots, civil disputes, efts of terrorism or wer, failure of the Intemet or government controls or regulations ('Porn U*umJ. The existence of such causes of such delay or failure shall extend the period for performance to the extent neoemmy to enable complete perfomronce In the exercise of reasonable diligence after the causes of delay or fsMum have been removed. (e) Aselonment and Berm Other than as permitted under Section 2 of this Agreement, Customer may not assign an or ped of We Agreement without Halogen's prior written consent. Notwithstanding the foregoing. either party may assign this Agreement In Its entirely wMW consent of One other party to No sucoeasor in Interest In connection with a sale of an or substantially an assets or equity not Involving a direct competitor of the other party. This Agreement shall be binding upon and knee to the benefit of On succemrs and pan. Itted aeeigra of the parties. (}) N Ing. An notices, requests, demamie and other communications required or permitted under this Agreement must be In writing and are deemed to have been duly given, If sent by fax (recelpt conAmned), on the day It Is received, B delivered In person or by couder, when dellnemd, N malted by registered or eertiled mall, postage paid and return mcelpt requested, from w1Wn the United States or Canada, on the forth Business Day following the date of mailing, or If from outside of the United States or Canada, on the tenth 8uslneas Day, to One addressee of the parties given an the fret page of One Master Agreement or to such other address as a party may from time to time specify by notice In writing to the other party. Notions to Halogen shell be made to the attention of the Chief Financial Officer, A notice deemed to have been received after 8 p.m. on a Business Day, or on a day which Is not a Business Day at the place of recelpt, shall be deemed to have been received at 9 a.m. on the fiat Business Day thereafter at the place of recelpt. (g) Severabftt. The provisions of this Agmemord BW be deemed severable. If any provision of this Agreement shall be held by a coral of competent jurisdiction to be contrary to law, the remaining provlelons of Ws Agreement shelf remain In full force and effect (h) . The waterer by either party of any default or breach of Ws Agreement shall not constitute a wolver of any allm or subsequent default or breech. (I) LongBgg@ The parties confirm that: (q it is their wish that this Agreement, as well as all other documents relating to this Agreement, Including notices, be drawn up In English; (IQ any and all Services provided pursuant to this Agreement, Appendices B, C and D to fhb Agreement and any applicable Services Agreement shall be provided In English; and (ill) the English language shall be controlling M ad respects. W Confit t In the event of a confikt between We Master Agreement and a Services Agreement, the Master Agreement shell prevail to the extent necessary to resolve the conflict. (k) Contracts (Rights of Third Parties) Act 1999. This Agreement Is not Intended to confer rights on third parties. San Ral" Pollee DepartrrwM- Subea1paax On Demand M HRIS - 06-201244 - ab.dd Created on TIUM012 Papa s or 20 Corrtldsneat NQ ,APPENDD( 9 DESCRIPTION OF THE SOFTWARE Halogen eApprslssll" Is licensed In units d'Rwbw UcenaW. Thor number of Review 1.1comes limits the number of employees or contractors of Customer that sen be appraised each calendar yew. A Review Lianas allows an employee or conbaeler of Customer to be appnlsed with Halogen shppralalm by an unibMled number of RespondeMa an unOn bd number of Bores daft to calender year. Review Licenses am consumed whenwar adift occurs, ralatsd to an Individual who Is the subject of an evdualhm, dudng the paned In wddah the Individual Is part of on open epprelsel process. A shwa Individual (tor sumpK an employes or ccntmotor) will only consume a dngM Review License during a calendar yew period regwdim of the number of appmU processes that are opened against gut Magi@ Individual. Generally speaking. activity, Mated to an Individual listed In Uro SoRweni's User Center who, M not the esbjaet of an evaluation or sppn" dudng a calender yew period will not consume a Rsvlew Liansq provided however, that mbNMsMf4q Um foregoing, use at Halogen sAppMul"r to perform the fdWMm acCWtiee don not fell wllldn the foregoing wuemptlon (Le. Custanefs performance of such adlvltis MR consume a Rsvtsw License par employes): gods mansgemeat, joumsling, talent proUyng and/or development ptanrdng oubdda any process. For purposes d daft. a Review License used by Cuelomer to apprise an employee who subse"andy Issyss VWr employ cannot be reused to appraise anotiror employes within the cam calendar yaw. *Respondents" means tiro arnpleyees or cont 1, re of Customer who aro auftrlved by Customer to sans the Software for purposes of conducting a Review. HdeganO HRIS Connect" Is on optional u ft that M suitable for on by ardemand customers as well as ompramhs ouslomem wilh a thbd- pely howled HRIS system. R eliminates ft need for any mem d elfori when funporting employes data Into On User Center of Halogerft Employes PaAotmsnos and Talent Management Bulls. It rum as Windows Service, Installed locally WUb Customer's nstwodc, and can reblsv* updated ampioyss Info mallon horn two types d sources: • CSV IIM of a SOL dah"no. Thor HRIS uNy Is eordlgund only ones, after which It nes unit nded according to Custsm*/a schedule. Halogen vA eclat Customer wtih related b%tauatlon end oonllgumdon requirements and will dheuae data Isiad mqubwnenb Vl h Customer. Customer M respondh for ensuring source data M awYiable to the HRIS uMNy In tine appnoprMts formal An pad of tiro aMloaatlon. Customer vrS also delehmkra haw often. and at what time, 0h* transfer of Information will occur. Festu se and Functionality of Halogen Software Products The foregoing description of the Software and Software modulo Is provided for InfomnUon purposes only. Customer acknowledges that the description of tin Sotbesrs may be subject to change, and Md the scutal f esum and fiundlonality, of the software may vary than the descriptions herst. San Rated Police Dap orbneat - Subscription On Demand eA HRIS - M2012413.7 - ab.dd Canted on 7/068012 Peg* 10 d 20 Confidential MAINTENANCE & SUPPORT SERVICES DEFINITIONS -Sawrtty Lever mew the level of severtly assigned to an Error In on Halogen Saffware by Halogen and Customer using the fallowYp aNPW- 86ve011110, Desoription Level 1 An Enor that has a critical Impact on the development, deployment arms ", use ofthe Software, rssuiCrp In the Inability to comlmu to deploy or use the Shcwua see required or Intended. A Severity 1 Error does not have a reasonable workaround, cannot reasonably be coria d by addIno to or dunalnq to Daoumenbtlorn 2 An Error that awes a seven rastrlWon on the development, deployment or operational use of the Software, resulting in the metrlched ability to continue to deploy or uss the Soflwers. A Seve ly 2 Ertor does not have a reasonable workaround, cannot reasonably be conceded by adding b or dmping tin@ Documentation. 3 An Error that causes ilmiteloru which are not -Ol or ssvete to the davebpnmA deployment or aps-ft use of the Sdtw-m. A Seamy 3 Error has a reasonable workaround. 4 An Error that cause- a slight Inconvenience to tfus development deptoymatt or operational use of the Sortwam A Severity 4 Error has a reasonable workaround MAINTENANCE II SUPPORT SERVICES MAINTENANCE Halogen will provide to Customer any Updates to the Software that Halogen makes salable to Its clients generally at no additional charge. Unless Customer Is oo-premles, Halogen b responsible for the Installation of d Updates. Customer acknowledges and agrees that arbkr Update may be provided witiwun notification, Including, without linitetion, high pdortly and necessary lona and features. security tomes and performance patches, blended second level support is Included In Halogen's MSS Services offering. Halogen wit Woo provide to Customer telephone or @mail assistance by a qualified representative on a 5 x 24 basis Mom 20:00 Sunday to WOO Friday ET) to attempt to anneal or bypass Enos that have been brought to the evangon of Halogen by Customer. Halogen may provide such telephoto assfstence Brough a design of he chole@ to up to three (3) deslgmbd routs of Custonur who am bob ad and krwrd@dgesbl@ M the use of the softem. Halogen provides emergency Support anyy, on the foil" holldeys: New Years Dar, Labor Day; Christmas Der,Bolmhg Daly, Halogen will make aornmerdaly reasonable eflerta to sola reported Errom In accordance with the Severity Level classification and the response tines listed below. through system changes or suggested workanuncle, If the Halogen Services am unavailable to and users, Customer will use commardsNy reasonable efforts to cooperate with Helog in In resolving any problems. Halogen shell provide a Oared support process b Customer, providing a conbdled escalation environment which dollars multiple levet of support as deemed appropriate for Customers'Individual Issues. Respome Ome vanes depending on the cravenly of the Error. Each Error Is assigned a Halogen support Octet which Is elther h/ISed by the Support Technician, or escalated to the Support Manager as required If the support Uekd requites further ssahsi on, the saslstence of other Halogen tahnlcw Is etilsbd by the Support Manager. When re OMM a suspected Error, Customer will assign the approp lem Severity Level alegory. which, In Customer's reasonable Judgmant, ac umtely describes the Impact on Custamrs opaaSnp environment. Halogen reserves the right to reclassify the Error I it detemirms, In E- reasonable Judgment that such reclwlfiatlon Is appropriate. Wham the parties disagree on the classification, Halogen will review the Error with Customer to attempt to agree on a mutually acceptable classification. Severity Laval Respon a Timm: Severity RespomeTkm Level I Acknowledge WWM 4 004 Business Hours; raoonse within one III Business Day. 2 AdowAsdip wleen 4 (four) Buelmea Hours; teeooms w ift two (2) Busbum Dave. 3 Acknowledge wi0dn 1 (w) Business Day; MOWN within seven f71 Business Dave. 4 Acknowledge within 2 (two) Business Days; resoorae d the discretion of Hatonen. SUPPORTED RELEASES B Customer's deployment b an.dsmsnd, M&S Services are city provided for go Update of the Software Instilled by Halogen for Customer. I Customet's deployment In on-plembe, M&S Services are only provided for the two most recent Updaam mode available by Halogen to Customer. For clarity, in addition to the foregoing, M88 Swvloea Berl also be provided for any and all Mos. patches and other miner Improvements datd by an Increment to the Sonware's texrrber two ciecea m the WM of the doctoral Rd to which the Iwo mod racent Updates relab But ars generally commercially distributed by Halogen as pan of On MSS Services mord far which Halogen does not Impose a upstete charge or License separately (Le. M 11.2 and 11.3 ars the two most r@ceof Updates muds evalable, M&S Services shag also be provided for 11.21, 11.2.2, 1123 and 11,3.4 Halogen has no obligation to provide MSS Services to Customer In miallon to Updates ogler tum as described above. CUSTOMER RESPONSIBILITIES The M&S Services am only provided to Customer. Unless otherwise agreed by the parties, Customer Is solely responsible for hat leval support of Its Affiliates and amployesa. Customer will maks commercially reasonable efforts to cooperate whh Halogen In an problem teselutlons. This Includes but Is not Wnibd to providing timely access to N r qulnM expert to resort Issues wINn Customer's envkonment. I Customer's deployment Is on•prenbs, Customer will protect Its data from loss by inpfamnting appropriate back-up procedures. Customer b solely responsble fordate reatontim ham back-ups. EXCLUSIONS If Cudonmrs deployment Is orptemise. Halogen shall have no obilg@Wn to provide M&S Services I an Error Is awed by: (a) rsloa8on, movement, Improper operation, neglect or mbuse of the Software, (b) Customer's failure to malnbhn proper sits or environmental conditions, or (o) failure or Intertuption of any electrical power, telephone or communication Me or Ike cause. S Customers deployment Is elthsr on -premiss or wAsmend, Halogen shag hove no obligation to provide MSS Services I an Error Is caused by; (a) any faun of Cusiomero agents or employees, (b) any attempt at repairs, maintenance, or modlAatlons to the SoRwom performed by other than suthartred servo personnel of Hakeem (o) unsuthorked no of thid parses, (d) service for the Solhmn for which all requited Updates have not been implemented by Cuslormr In accordance with Section 3 above, (a) problems caused by ON party softwars Included with or embedded In the Software (unieas Customer Is wing a version of to Soltwee for which support for such third party tofferare Is available to Halogen or Halogen has agreed to the Inclusion of such gird party sot rete (f) any other caws external to the Soflwers except ordinary use, (g) conllguatiom of or fslkxa of third party wmdwam or aaeware products, (h) Improper sbkmg of hardware or soflwan platlofms for the volume of data and users, or M any other service not axpressty est out in this Appendix B or which is expressly excluded in this Appendbt B. The M68 S@rvlas do not Include services or dellanbles provided under a Services Ag. eso, urd or other services cutlde the scope of this Appendba B such as support for unsuppoabd rah-ess of She Soft em. maintenance and support of such toms may be obtained by Customer under a Professional Senvkas engagement. HARDWARE COMPONENT FAILURE Halogen Is not responsible for Custmer's hanhimm err any components that enable Customer to access Hatogan's onslemand date anter. San Raftel Poke Department - Subscription On Demand eA HRIS - 08-201241333 - ab dd Cteated on 7106042012 Page l l of 20 Confidential a 7. TERM AND TERMINATION OF MAINTENANCE AND SUPPORT BERVICEB Upon paTment d the applicable Fees, Halogen WM provide M68 SaMas to Customer during the Tem►. In the evert of absolve or unpnd@Wonal conduct by Cuemmer which Halogen determine matodaiy If I Its obiity to deiver the MILS Services described herein, Halogen shall so advise Customer and representatives of each party's senior management shall attempt to resolve such conduct Isseek failing which, the Customer reprasentst m being complained of shag be replaced. MILS Services we mandatory for the an** duration of to Tenn. San RAW Poke gspoilmor t - Subscription On Demand sA HRIS - 08.2012-8x1- ebdd Created on M112012 Page 12 d 20 Confidential 19 APPENDIX C ON -DEMAND HOSTING SERVICES 1. HOSTING OF SOFTWARE If applicable, Halogen will provide omdsmud Hosting Services for tie Software an its server for the benefit of Customer for the Tenn of the Agreement, unless such Hosting Services are terminated In exordance with Section 6 of We Appends C. Halogen and provide the Software to Cudmner in a secure enviro m mt, ndudinp probing the Infrastructure from the exIemal anvipaw" vie fimvdl systems and protedMg data Inu mission over secure neMiodc connections using SSL behnology. RooNadmh tairdor aooese willbe orautrotied end Ilrntbd to these that nquke Occas to support the platform. The ScReare will be operated In on electronically tee I I fedlty on a raised floor with redundant HVAC, UPS and diad generator power back-up, and 240085 surveillance ofd hosted Infrastructure and envYonnerltd subsystems. N Wornanb of to deleted platform N clustered for redundancy. As a stsndend service. Halogen ourremty conducts daily encrypted Incremental back-ups, and weekly and monthly encrypted full back- ups. N back-ups we stored at an off-sb to, ", Webky badk-ups are robbd every 4 waft monthly back-up am stand for 1 year. Charges may apply should nanedate restore of olf-aft beck -ups be required twuph no fault of Halogen. Unless othorwin agreed by the pubs, the Hosting Sakvias shat be provided In rasped of ore (1) hosted elte a*. 2. CUSTOk1ER RESPONSIBILITIES Cudomers responsibilities ndude: (q complying with Y Immo and conditions Imposed by Halogen In essaeiftri with Customers en)oyme t of the Hosting Services (ss provided to Cush wr by Halogen from time In time); M enabling Its ohm fob* high spsed InIon connectivity to and from the hosted server (In respect of i id Bolbwae); (E) its own customer promises squlpmed I; CPE), Including but not Waited to administrator ad and user workstations; M all other adomr relations, fieitlmed and obtpatons; (v) d design and development of the Reviews and (vl) d corhfigureton, use and operation of ora Software application to suit Customers environment (coteelvey, 'DeslgndW Cudomw Obiigadans� Cuslorrwr. acknowledges and moron dot (A) to Designated Customer Obligations may change from time b fYne In co4unotlon with Updbles to The Software; and (B) a failure of customer to comply with this provision may, to the en , applIcaft negate any support obligations on the pod of Halogen. Customer shdi be responsible far all uses Who aoaes Hdogan% servers ardhr the Ballwere Customer WE provide ■ primary aonhd who can be reached by Halogen In the event of scheduled malntenance or a service logo, and wM provide Hsbosn with updates to the prbnary conbore coot Information In willing or by email. Customer shall not 0) copy or attempt to copy the Salheea, (W) manipulate or atter any dab or other Information on HdogWa serves other than Customers date or (1) Millis any aulorneted system to moms or to ted the Hating Servba or the SoRware, without the prior express wrdtte; powedon of Hdooen. Halogen reserve the right to knmedleMy suspend Hosting Services for any Customer who breaches the provisions of Into Section. 0. SECURITY OF HOSTING SERVICES Cusionar understands and sprees that Halogen WE Ids commercially reasonable precautions to ensure the Hoeing Serviced are sense. However, Customer acknowledges that to hosting bcdlviles will require insawn edon of confidential bdormalon over the Into, and that is Intim et condsle of multiple participating networks that are not subject to the control at Halogen. Cueommer therefore underatands and Wave that Halogen cannot and does not orarantee the privacy, a the intermit, duetothe nebnIly or n of to nleticity of md Halogen has transmitted Information provision to IrmossoOn mado all date traanda rue done using. security ensuring m 1Zd4* SSL encryption. Halogen hosting ermvironmed avolves with new **nclogles, Halogen will use reasonable cinnum efforts to maintain an equivalent or bolter level of seaariy and conRdektdy of Customers dale. As part of our onging canmknent to secudy, Halogen regularly o gages third party experts to perform Independent security audits. These audits ensued systema remain dfident In proteotnp valuable client Idannaton. Hatopan will provide assurance reports upon Customer request at no carpe, oma per calendar year, additional requests for assurance reports during ■ calender yew will be almod at the tab of US$600.00 pus request To waun ongoing security of all customer data, d sersllive did will be mrn-- prior to delivery to Customer. Hdopen will notify Cu of any knomm breech of Ib security related to esa, locations, or computer systema which txabin any Confidantd IMcinadon of Customer In a timely manner bWowirg such Meech and shat coopereb with Customer to aseht In regaining poedeadon of the Confidential Information and prevent Its furthw umutha and use, and bike any neoese" remedial actions. MAINTENANCE AND UPDATES Halogen lechnidens and automated monitoring systems oohkabty asses the health of the Hosting Services, Halogen's Hosting Servkas aro designed for fall avetabfWp, howevw. Halogen mearves Sins ability to w hedule downtime during the following malnbmana windows: Saturday between 01:00 pm and 07.00p.m ET; and/or each evedng between W.00 m and 2:00am ET. Halogen will make commercially reasonable offals to natty Customer of scheduled maintenance (other than maintenance scadded during to above maintenance windows) at lead twenty-four (24) hours In advance. Halogen is soWy responsible for updating the Sdteshe for Cu*Wmers who have purchased Hcetino Services. OWNERSHIP, CONFIDENTIALITY AND USE OF CUSTOMER DATA Customer shat rebs all right, IN and Interest In and to and have the exclusive use of, the nandb of Customers dab and Halogen shall have no right, tai or Interval Ihermn, except as expressly provided harm. Customer may aocsas the electronb mom a and reports containing such data that am generated by flea licensed Soltwsm. Su*d to Section 6(b) of Schedule A. during to Tenn, In no event shall Halogen deny Custwor Access to Customers ddb for purposes of backup or reblevd. Un of such dab and other Information by Customer Is at Cudamses own risk Halogen look wind ked of to Software, b) (a) ft purpose of generally Improving cornping ebWfkdw d pperfannd the i os Inbrin ten related bins provision of to Software andfor Se rloes, and (o) tors m. Halogeand n m my mdus famaton publicly available so llng benchmarks and skrft reports and ong as Nidogen, with rasped to (b) and (a), above, W kat removes dl references to Customer and any paaorai bdormation Included In the dab; M presents much dab In to form of aggregate benchmarks; and (0) generates and Publishes benchmarks only when such benchmarks Include dab from at Ind seven M other organizations. For back-up or ladling purposes, Halogen may make copiesuch dab and maintain such eoof Cuslorner's date and n sloatmi records and To for Its ,o I during is Tom. .HHalogen may, alter the Term, maintain back-up copies of Confidential Information received from Customer In a sawn alb, provided such back-up copies am deaboysd In -a- danam with Halogens turn epptceble tl dla and policies for destruction of all of Hdogan's back-up data. Customer dab and any sleotrwic records and reports containing such data Out we dared on Halogen% servers aro Contdadd Irdomullon as defined In Seaton t of Schedule A to this Agreement and may, depdnding on their nabra, Indudd Permond Irdormetim madefined In Sectlon 10 of Saheduls A to tris Agreement. Halogen confirms that its obilgelions est out In Sections t and 10 of Schedule A to We Agreement appy to such dab, records and reportb. TERMINATION OF HOSTING SERVICES Halogen may bmhneb to Hosting Services: (I) Immediately, t Customer We to pay the applicable Hating Sarvioes Fess as required by this Agreement; or pqupon 180 days notice In the event Halogen generally cameosto provide ng Services for the Sollwere licensed by Customer, In which event Halogen shat refund to balance of any propeld but unused Hosing Services Fee, Following We Agmesm�erAN, In wordan= wbscription turn ithh Seam 7 ed Id SohaddSection N Aon, Pop stir renews the Agreement for subsequent successive one year bmu, Customer shell either, m Wed to not renew the Hosting Swvlces at the end of any such Initial subscription term by providing Halogen with d least thirty (SD) days prior wwfiten notice of Ns intention to le nnats; or (I) mew Ihe Haring Services In acoodOneb with such Section. Upon wdtlen squat ham Customer received wvAMn ten (10) Business Dep of the effective tomdndicn ddb of the Hating Services, Halogen will: (Q dscbonIc* deliver to Customer a copy of to Custommes mod raced fail data bock -up; and (1). If requested, provide Customer with a quotation and Service Aoresnwd for Cud ommes Consideration with respell to conversion of the ddb from Halogen's t on4x mad Ora ds formal to O Hdboen-supported version of SOL (ourmnty SOL2006 and SOL 2000). If furthw data manipulation In respect of such data Is required by Customer, Customer &fall request same and Halogen will provide a Service Agreement for Customers consideration. No data manipulation sbrvk ss MB be undertaken by Halogen until Customer has approved and paid for to associated costo In accordance with lone applicable Services Agreement. San Rated Polos Department- Subscription On Demand sA HRIS - 06-20124390 - ob.dd Crested cn 71N=12 Page 12 c(20 Confidential 91 APPENDIX D PROFESSIONAL SERVICES (INSTALLATION, CONSULTING, TRAINING, CONVERSION AND DATABASE SERVICES) Customer ack wMdedges end swan that M use of the Saltwom and . one (1) session (2 hours In kM) v4% speadketiy Its anddmnmd to mocha M&S Savless, ngWm payment of both ■ a Halogen bnplsment tion Conwltard Orw-Tlms Pmfsabnd Services Fee and an Annul P PI oral Services Few. The specific Professiond SeMoss included te the Imphmmrbtlan • oordlgun up to two (2) Halogen 0.180 Services Package wooled by Customer in as folowt Multhatorm questionnaires to be used In the configured Halogen sAPprolaci7e templates) noted above 1. CERTAIN TO SUCCEED SERVICES: INITIAL LAUNCH AND CONTINUOUS ADVANCEMENT- LEVEL 1 • H Halogen eCompemalton " Initial Launch Is purchased. l.9wd i component tedude@: Halogen offers the following Certain to Succeed Servkes: Ings! Launch and • up Is four (4) saslons (0 hours in Continuous Advancement for Halogen 9Appmlaal": t "Wi h a Hdogen Implamentetlon (a) Initial Launch — Level 1 — Ons•7kn9 Professional SeMcss for Consultant Installation, consulting and baking: 9 corflgara one (1) Halogen eCompehsetion" process L A Halogen Implarnermh I Consultant will be assigned to wmk with Customer remotely to ensure proper • E Halogen elluccesslonwe Initial Launch to Implementation of the Halogan product(e) Aeensed and to in their EPM fora total purchased. Lewd 1 component Includes: Assessment Workforce Pub asdat Customer the launch ofpmJed, 0 of 0 sessions, up to sbdow (10) hours (Inclusive of Phase 1: of odlak • one (1) saesbn (Z hours In Intel) with e cordigarati0n and prgea plandngl. Ddlvembbs Include: Halogen implementation Comulterd • Use of the formal Halogen EPM Implementation methodologyInclartng the Halogen Implementation • assessmimt questionsIn ( HInhigalogen " up tVVbdo We (2) form templates noted above to • HftonEPMpmjaditcMg gather Halogen eSaccessbnvu Word prof• • Wady stabs@ updates and process nvlewe date • One (1) soft copy oto cwI Halogen EPM • configure go Halogen aSuecessbn'm High PotarOal Report Configuration Summary Report • Performance ulthe yogowing omfturalbn lois by • con lip a the Hdogen alluecessbn" Retention Risk Report Hebgwes Professional Somme wm: • 11 Halogen 9Appnbal" Initial Launch Is o Phase 2: Implementation dTdont Pods and Talent Asseurns d MEW Launch Is licensed, purchased, Level I component Includes: Level I component Includes: • up to eight (0) sessiom (18 hours In MI) with a Halogen Implenentedon • up to 9br (6)sessions (12 hour In total) with Consultant a Halogen Mplsmmleflon ConsulteM • configure one (1) Halogen • configure ons (1) Halogen aSuccesslonlo W"Aaessmmt process. Including the eApprslsal" process with up to two (2) form templates to be used In the uaallen of up to lwo (2) Talent Pods configured proms@, wing standard configure the Talent Pod Report EPM hawtandW and competencies • E Halogen dAamhhg Nlenager" IniWI Launch • ff Halogen sAppnbale/ Prefaabn@I Seelces Is purchased. Level I component Includes: (Includes Halogen 9700 Multirabr M) Initial • up to int (5) sessione (10 hours In Lmmh is purchased, component Includes: total) with a Halogen Implementation • up to twdwe (12) asealane (28 hours Consultant In totel) with a Halogen I Comaltant . Integrate Halogen elsarning , .. Monag@rrs content into aro (1) pre- • cell" up to two (2) Halogen existing Halogen eAppnhwl" eAppmhW pnomues with up to three process and up b two (2) pro-oWel n g (3) farm templates to be used Inthe Halogen Mpprsisd^' form templates i�ote • cordloae up to ten (10) fearingEMtwhctlandand competencies obJsnxs • corflp re up to three (3) Halogen u .ane (1) approval pow e380 MuErabr= quaOannelra@ to be used In the conflgursd prom s(as) . orlption Builder= Initial ff Halogen Jo • I Halogen eAppobal" N9allbeen Initial Launch b purchased, Level I component Include@: Launch to pracha@@d, component includes: • up to twelve (12) @essbne (20 hours . up to seven (7) sessions (14 hours In total) with a Halogen Implementation In total) with a Malogan Consaltrrd krownentdbn Consultant • wmul ft regarding proms, loan • com0pure one (1) Job description process and one (1) Job descriptlon design and reporting to prepare for JaM Com n*okm, OSHA, ACHA, CCHSA, Magnet and other • If Halogen •R9orulknerd" InRW Launch In accredltstion mdew@ for up to two (2) purcrssed, Lewd I component Includes: Halogen eAppnissl processes with up to son (8) sessions (12 hours In up to three (3) form templates to be total) with a Habg9n Implementation used In to configured processes, CeudleM using standard EPM f mcdonal0y and competencies up to one (1) Job requWtion . 9 Halogen 93110 Multhdw TO tnWnl Launch le temples purchased, Laval 1 component Includes: • configure up to one (1) application San Rated Poltc9 Department - Subscription On Demand eA HtiS - 00-2012-833 - ohdd C on 7I05f2012 Page 14 of 20 Confidential form urond i seas b Halogen sAppnlsal ' • Integration with dish Qarporat■ admh Wr&W training contain for up to two (2) websile Halogen adminislntors 8. On 48ID8nck Halogen pedama Software Installation by asa0ng application alis for Customer In Halogon's on-dernmd hooting envlrcomerd and WaAdIng eons to Cwtlomer. OR Halogen assists Customer In Sallwere Installation through web4caed Technical R Installation and Technical Tralnkhg session (Including user Impel I Customer Is ready), In order to arable Halogen to pork= configuration activities Including than sin out above. Customer must allow suMwtmd Helogon representatives to remotely scene Customers on-pnmls ernlronnaM. B. Halogen provides atsndard Solltrde b MIng maximum or the (6) abWass par dab Including trakrosa and 0118ervan, on-site at Customer's Wombs, d Halogen's Training Cantor In Oltews, Canada, or delivered ordka. • 8 Halogen eAppraleelTM Is licensed, 1.8 days of Administrator training if Halogen sAppralsal " Professional Services (Include Halogen 9180 MulOntorTM) In licensed, 2.0 days of AdminMmlor baking • N Halogen eApproledm Heaithcan Is Rearmed, 1.6 days of Adminlst dw tmlrft • I Halogen 6360 Mullin ar7e Is licensed, 0.6 day of Administrator training • If Halogen sCompenationTM Is Boned, 0.6 day of MminlWalor I s rah • M Halogen sSuassalonTM Is licensed, 0.6 dry of Adminlakdar talnbrp • If Halogen eLamkng ManagerTM is Ucensed, 0.6 day of Administrator training I Halogen Job Description Bulderm Is licensed, 0.6 day d Adminbbator bslydng N HdoW eReerultmenlr" Is licensed, 0,6 day of Administrator bolning 8 Customer allows more then ova (6) abtondas per alas as limited above, Halogen murvs the right to Invoice Customer at a rale of US$375.00 par additional aWsndes. Halogen pmvids appliaMe Administrator Reference Msual(e), End User Dulde(s), and b+torfab In sleebanlo formal for the Sathsrs ""a) Iicenbd and Implemented. (b) Continuous Advancement — Laval I - Annual Professional Servisa (consulting and training) for adminbtraton, manages and emptoyss. A WW of 4 hours will be provided during each year of to Tenn. Halogen provides training and phased crxaul8ng arvhas during each year of the Term. Than winos evaluate, s nlyts and "*at on processes, assist the Customer to launch the nerd and Include ual access to 240 an demand bob di pcordis for)admrldrafors,mmanagers and employeb (a defined below), • N Is Halogen sApprabslTM Cantbnuous Advancement purdhasd, Leval 10omporhent Include up b lar (4) hours to IoW each year wish ■ Halogm Implemerdation ConsuNanl to perform the following: • Unlimited =can to Halogen sAppralsel^m Essarld Training program for Managers and employeesEmpWins for up to Ow hundred (600) N Halogen sApppnnlbso�l- Professional Services Qnaluded Halogen 9180 MultlrabrTM) Continuous Advancement Is tpbtln�In b purchased, witHalogenmamnoConwitat porform the following: • Meblas Review and Analyals — up to four (4) hour of consulting with a Halogen lmpleewmtodon Consultant b evaluab, review reports and aasle an adlon plan Oom the procas(st) created as par 8lon 1 (a) of this Appendix D Process Opdmisa0on - up to four (4) bows of oxwAng with a Halogen implementation Consultand to knptemard relevant Items from action plan cuffed In the Mebk s Review and Analysis service and aaabl Customer In the re- launch of the subsequent process created as pus Section 1(e) of this Appendix D • UrnBmhed access to halogen aAppnhalTm and Halogen *380 MtftatwTu admkdalrabr training content for up to three (3) Halogen administrators • Unlimited sows to Halogen aAppnlseiT" and Halogen *380 Muld ater" Essential Training program for Menges and Employes for up to Ov* hundred (600) employs" • K Halogen sApprobalT■ Healthcare Continuous Advancement In purchased, component tnduds up to eight cosultaM perform tlehour@ in WW each efollowinng: with 0 Halogen Implementation • Menta Review and Analysis — up to four (4) hours of consulting with ■ Halogen ImplsmeMaBon CowA" to @value* Wow sports and an an action plan from the prooea(n) coated es per Section 1 (e) of this Appendix D • Process Opflmtradon - up to fan (4) Was d consulting with ■ Halogen Implemontdon Consultant b Implemat relevant items from action plan outlined In 00 Maines Review and Analyte service and assist Customer in 0a re- launch of to subaquwd process anted as par Section 1(a) of tib Appendix D • Ununited access to Halogen sApprebalTM administrator troWng content for up to thra (3) Halogen admWstratos • Unlimited oases b Halogen sApprotal+a Essential Training program for Managers and Employees for up to five hundred (600) employees • U Halogen W80 MuMmt*Vm Continuous Advancement Is purchneI, level 1 cornporant Incudes one (1) hour In fatal each year with a Halogen Inpbmentaflon Consultant In psrfonm tta foAa+trrg; • McWco Review and Analysis — up to two (2) • Process Review and Optimization - one (1) hour hours of consulting with a Halogen of consulting to evaluate process effidency and Implementation Consultant to evaluate, review abbt Cusbnver to the sasuhch of the sports and mato an action pion from the subsequent prows") aeebd as per Section process(a) created as per Section 1 (a) of Iib 1(a) oIUde Appendix D Appendix D . Unlimited aces to Halogen x= Mullin deem • Process OptknttaUon - up to two (2) hour of administrator training content for req to two (2) consulting AM ■ Halogen Implementation Halogen administrators Consultant to Implement relevant Neva loom • Unlimited ocean to Halogen e780 MulBrabrTM Analysis pian oulUnad h h Mabloe Review end Essential Training program for Managers and nalysis service and islet Cwbmw to the ca- leush of the aubeequent proal anted as par aEmployses for up to fie hundred (600) Section 1(a) d Uta Appendix D • N Halogen eCompennUon" Continuous Advencement Is purchased, Leval I oomponent Includes up to two (2) hours In San ROW Pena Department - SubsaiptIon On Demand sA HRIS - 05-ZM2.033 • &dd Created on 7M6f2012 Page 16 d 20 CwMdmtld IoW each you with a Halogen Implementation Consultant to perform the b0owbp: • Manta Ravlow and Analysis — one (1) hour Of consafto to evaluate, review reports and coats an salon plan ham the process(ss) coated as per Section 1(2) of Ods Appendix D • Process OpOmlraton - one (1) hour of consulting to I nplomert relevant Gams from action plan outlined In the Metrics Review and Analysis service and sulat Customer In the raaaundh of the subsequsrd process created as pus Section 1(s) W I his Appendbc D • Unlmhsd access to Halogen eCompenssOon711 administrator trabhing content for up to two (2) Halogen admbdabelors • Unlimited access to Ildoger scompsnsetonva Essential Taming program for Managers for up to one hundred (100) managers • t Halogen elluccesslon" Continuous Advancement Is purchased, Level I component Includes up to la PQ hours In total each year with a Halogen Implamantabn Consultand to parfam on fallowing: o Halogen elluccesalonm Phase 1: Assessment of YYcekPoros Potenlel Includes one (1) hour In total each year with a Halogen bnplementOon Consultant to perform the Iblowbng: • Mehtce Rsvhrw and Process Opladcaton — one (1) hour of consulft to evalush, review repots, arab an action plan and esslat Customer In the re -Munch of Oe subsequent process(es) coated as per Section 1(a) of this Appendla D • Unlmihd atom to Halogen eguccesslon= adminMrator taming content for up to two (2) Halogen adminYtrdors e Unlimited access In Halogen eSucoesalon"h Essential Training pprrsopprreamm far Managers for up to an hundred (100) managers o Halogen aSucoasslan"r Phase 2: Talent Posh and Talent Assessments Includes up to three (3) ham in total each yew wIl h ■ Halogen Implamentaton Consultant to perform the following: • Mobip Review and Anslysh — one (1) how of consulting b evaluate, review reports and creat an action PUM • Process Opend:aOorh - up to two (2) hoes of consulting to Implement relevant Items nom action plan cualned In Os Me" Review and Anelysle service and assist Customer In the radaunch of the subsequent procese(ee) created as pus Section 1(a) above of tans Appendix D • O Halogen el saming Maeegew1e Continuous Advancement Is purchased, Level 1 component Includes up to two (2) haus In total each yew with a Halogen Implementatlon Consultant to perform the hpowbW. • Meldce Ravlaw, and Analysis - one (1) hour of consulting to evaluate, review reports and awls an action plan • process hour of consuMV to emaOard �ishvard hams) from action plan ouaned In the Metrics Review end Analysis service and assMt Customer In upda*Waddbq learning objects and approval pmkhs as pus Section 1(y of tans Appemtbx D • Unlimited access to Halogen sLeambg MarepwlY sdminbtr&tor txalninp contentfar up to two (2) Halogen adminlWatom • Uniimited access to Halogen eLesrntog amager90 Essential Training program for Managers and Emmployees for up b Ove hundred (N) • O Halogen Job Description B011d&►1e Continuous Advancement h pumhased, Level I compansnt Includes up to four (4) hours In total each yaw wN h a Halogen Implamentagon Cardk Ito perform UsfdloWng: • Compstsray Library Review and Aviion Planning — up to two (2) hours of coauttog to conduct a bowed analysis of the routs and asst an action plan • Process Op*nh*bn - up to two (2) hours of conout" to I nplsment relevant Nauss from action plan outlined In to Compliancy Library Review and Action Planning service and assist Customer In the m4sundh of the subsequent procsss(es) corded as per Section 1(a) of this Appendix D • Unlbnlhd access to Halogen Job Description Sugar- adminleva ar bakdxg content for up to two (2) Hotopen admlNsbaise • UMbnOsd access to Halogen Job Dsacrlpti M BuIlder"r Essential Training program far Managers for up to one hundred (100) manages • O Halogen eRsealbmrnt1e Continuous Advancement Is purchased, Leval i component includes up to tour (4) hour In tobd each year with a Halogen Implemantatbn Consultant to perform the ronowks • Me1tce Review and Andysie — up to two (2) hours of aansuldw Is evaluate mablce, review stages and atlAse and create an action plan as per dsOvembles IdenMed In Section 1 (a) of this Appendix 0 • process OpOrniration — up to two (2) hours of coreugbg to I nplemost relevant Items from action On outlined In the Msbhs Review and Analyeh asvlos • Unlimited asses to Halogen eRscvulknerrim adminhtralor baking coned for up to two (2) Halogen adminl&babore • Unlimited soesss to Halogen altecruitment"h Essential Training program for Manages for up to one hundred (100) managers TRAINING MATERIALe i COPYRIGHT Teething mahriah as evelabhe only for the current standard release of the SoOwere product(s) Wensed by Custmnw, and as a* available whom Customer has paid the applicable Annual Professional Servs Fes pursuant to Section 0 of Appendix A to Oe Mashy Agreement Cu$WnW admowlsdga that any nafarencs materials provided by Halogen to Customer In al chunlo or hard copy Ibmat to connection with baWng and/or consulting services sea the copyright of "atopen and sm to be used by Customer for its Intimal use oniy. Urdu& of erwiss directed by Halogen, these materials as not to be reproduced, copled or distributed by Customer h any form other tion ss s mcoFft of mqukW to Vale a balms Nnng o coonnsununing� or � condduucteeandkrd by a mpmanWo of Halogen Is clay pmhlOK OTHER PROPESSIONAL SERVICES Addthmal Prohsslond Santos may be procured from Halogen upon request by Customer and erxaardon of a Services Agreement In accordance with the Agreement and this Appendix D. Customer may also request adMOMW consulting services from their Halogen bnplemsxx6sgah co suitat a mq*" Hdowft anent aha for such consuitlog services as as follows: US$1650h m M, which would •Mille Customer to work with a Halogen Implementation consultant (approximately 2 hours ppesr weak to a maximum of 1 hour total pus us month) doing vWohalm I. assist Customer. This includes but In not IlmOed to meslings, forms or process reviews or oder tasks as discussed w1h Customer during regular weddy meetings. Alternatively, Customer may conbad for howdy assistance. Halogen& current abs as US$290ftw (wsh-based or Wsphons cmaultingk or 113111160May (on -elle, conaoiting) plus total 3 [Mpg expenses. Halogen would be pleased to provide any or all of the above services by separate quote pursuant to a Services Agrewnsnt. San West Police Department- Subscrlpft On Demand oA HRIS - 01-20124133 - ab.dd Cmated on 7101/2012 Pogo le cf 20 CmmOdenlid 4. CHANGE REQUESTS Either party may. tram UM 1011010, wish to male shanties to Ora Prohndonal Services or dallvenrblea as ad out in a Services Agreement ('Chw*a Requntsj. Halogen and Customer win negotiate In good faith any changes to cab, amps or delivery schodulso addng from any rownled Change Request. Hsdogas will provide Customer with a qualm for the mutuatly acceptable changes In the •cops or timing of On Professional Services, and Customer shalt indicate fie acceptance of On quota In writing. No ad agreement between parsons Involved In In project will be binding an @liter Halogen or Customer. Unties and urdl a pmpond Change Request has been approved by the parties M wvd", each party shag comkre b perform Its obligations under the Services AgreanaM as I the change had never been proposed PROFESSIONAL SERVICES EXPMOEB Halogen Invoices, expenses monthly, In amen, es Incurred In corxnctiorl with Professional Savlas performed M Cusiomeri anis, ff any, Customer to reaponalble for actual travel and living "we (named by the Halogen balms an&" oxlnsuftant Then exam will be Irvoked by Halogen upon Ore completion of such on -alb services. Including WOW limitation, expenses ralating to air and lend banaportatlon, 11M occommodallon, and most per theme and inctde ntole (maximum USSOO.Wdlem local currenaq. S transportation andlor hotel accommodation are arranged by Customer on behallof Halogen, aucp arnengemsnb w0 bo subject b Halogen's written pea. approval. Al traval and P*g expenses billed by Halogen In accordance with No Travel A Egwee Guidelines are due upon realpl of Invoice. N tmvd time Is outside of the assigned Halogen training conaaltent's continent of rssideme, Customer shag also pay to Halogen a fid fes of ua$i,WW@IoW repressndNve per on+fia vb>It. Halogen recognizes the following a ntIft": North America, 8cuth Amala, Europa (btdudbng British Islas). Asia, Africa, Austrstla and Anterotic. For dally, travel b HowsA Neole, Puerto Rico and/or Madoo from North Merica will require payment of the roregobpg tea In connection with Prdasdonal Services pada mod at CuMcmWs aft, if any, Customer Is gernsrelly responsible for the neImburssmerd of travel and big expanses Incurred by HakWn due to flight cancellations or missed travel connections which are not caused by the actions; of Halogen or Its empkryesslagmts. Customer Mal haw On following alternatives with reePad to Mleconfenrx9ng: p) ff Customer Is located vtOdn Global Crossings North American IFN Wkme oalting ores Customer will have the option to use'OoToMsetlng' (Web) andfor an IFN tdFfrse number; pig N Customer Is International and Ikxadsd within Global Crossing's currant UIFN to"m cadag arse Customer will have The option to u"'GoToMaeting' (Web) and/or a UIFN telF4reo number, an (10) H Customer is international and located outside of Global CrossbWo current UIFN ldHrso calling area Customs will be asked to either cog Halogen dkeedy or provide their lashes numbs for HakgWs use, SCHEDULING i P08TPONEMENTRANCELLATION The stated pm)ed unclips referenced above am based upon delivery of the Professlahal Services In an uninterrupted Mannar over Conssa a weeks per 8attrvere module. Customer ac nordedges and ogre" that requests by Customer to suspend the delivery of certain Prof eakinal Services may Incur addltlonel costs. Specifically, training and conwltlng services mud be booked and taken within do first twelve (12) months from the EJfecave Dae n donned herein. Scheduling far bei inycomudtbg should be done as lady as possible b aaaMt In travel arrerpgarente. If Customer postpones, snoeb or falls to attend a scheduled tralning or consulting engagement without a MWfflum of ten (10) Busbnes Days Pdor written notice to Halogen, Customer sial pay to Halogerh a lost utilization in equal to the lesser of CO 111.560 (load arrrenon and, (1) the tralnirg/censuNng engagement contract value. In addlim Customer aid pay to Halogen erg unrecoverable fees and sxpnaes anocbted with such can, n 11n. Including without gndMtion, non-nlundade travel cab. Such ton and expeeses shall be Invoiced by Haagen in a timely morar following Customers anceilation. AS web.bwd training a"eion(s) and mkW services cell be deltvend via the use of a combination Of web collaboration schwas (for surnri Interaction) and Wephone pink voice communication). Wagon expressly dledalms all warranties and reprowtallons regarding the quality of such web collaboration software an vola commur*=W services, Inductng without Imitation Md such cervices will be uninterrupted, timely, secure of sank free. Cudorrw a y aoccuowledges and agree that all tralnbg seeslan(e) cell take plea at the mutually agreed upon "a)• 7. ABBUMPTICNS, CUSTOMER REBPONSIBLMEO AND ACKNOWI.EOGMENTS • Customer will provide a single point of contact with authority to work with Halogen. • Customer Is responsible for provirdng the required teat for Use Emig NoBkloation Center. • Customer Is responsible for pen fomdn0 a Ond quality check. • Customer Is responsible for monitoring processes, uUbft Hdognrs hoHine support a requbad for software support relatad Wass. Customer Is responsible for creation and maintenance of an additional content • Cudomw Is responsible for all use carder data, global Wifings within the options lunctionauy, and extracting dela far report generation with wdsorW tools. • Customer win be required to complete, sxesuta and return to Hdogen a Corfaralon Sign -off Form prior to Customer's deployment of the Hdogan EPM applc@WM faling which, Habpan dWcW= all flebBly for system conl1praWn Wows. It any, which may be smpadanad by Customer. • Customer is responsible for the provision of On employee data In the, Madrad Import Forms f and for validating the Import of date In the Halogen EPM user Center. • Annual Mehia Review and Action Planning, and Process Optlre. aon services will be performed on configuration of dsgvsrables oLdned In Section 1(2) of Oda Appsndbt D and cannot be transferred without Mowing Halogen's standard Change Request process. • Halogen reserves the right to add. delete or modify any tmhbV content provided pursuant to Section 1 of this Appendbr D. • Halogen will provide Professional Services to Customer In English aniy. Customer Is maponslole for providing an English speaking point of contact and for all translation raquisnents, • Halogen will make erg reasonable efforts to scoom modato global lire zores. To that affect, Halogen wit provide Customer with access to EM resources Idenlfled in 8etdlon 1 of this Appendix D wiNn standard working hours wise the Hsbgah tssm member nsidea. • Nob ithat"ng ony0dng contained In No Appendix D. Customer sdaewledges that In the event Customer requires or Is anged to 0.5 day or Mss of training or on{tia consulting, Halogen will provide such training or consulting vin the web, rather than via an anefta ssalon. in the eve d that Customer requests an or"Re session far 0.5 days or Isss of training or consulting, Customer shad be required to purchase an additional 0.5 day of eddtional services for a minimum total of 1.0 day of on -sib services. • If Halogen %Appnisaire Is Ilansedk • Imptanrerrtatiorr of can Halogen Mpprokol ' functionality such n Inklrg to corporate gods, development planning and setting up Went profiles Is Included In Orle service pockepe • Cuatonnr lsrespornlde for pmvklng tie doWopment pMn dab In the repand Import formal and for validating the final development plan content. • Customer le reWonbb forldanWng the subjects d tie appraisal proass(as) and for validating the Halogen EPM ParOdpantCenter. • Custorrerle respona ale for detinkpg and approving the process MW (workOow) required to support ON appraisal w—(es). • Standard funcgonailly will be ussd. Specifically. standard Halogen tencies will be used In the farm design. It re"reddCustomer will reM suffice., guidance to Implement thalr specific cornpaamdes. • Customer will provkio all apprelsal fortes to be dxeabd to Halogen In MS Wad or MS Excel format • Customer underatends that the forms available within the Halogen Owslesi"r application may nes appear as axaal de. Fkmtn of the Custamsee original MS Word or Excel tonna, and that minor varisdons In form appearance may be required In order to batter leve all the apabMas of the Halogen sApprainini adk me. • Form templaba outihnad in Suction 1(a) d tits Appenbr D are to be used within the came process configured by Halooem For example. If the Customer Is depoyig on annual approbst process, up to two (2) farm tamplabs will be orastad to support the annual EPP" al proossa OL a manager and an smpioyee form, or an aompt and nen eampt form) Form(s) to support processes not configured by Halogen an be purchased under ■ sepende Services Agreement For example, g Customer is deploying an annual sppre" proses with one (1) form tenxplab an chooses to also deploy a goal setting process than the god a " form tempiab would riot be Included. • N Halogen aSukxesalon"r Is licensed: San Rafael Pole Department - Subealption On Demand M HRIS - 05.20124131- nb,dd C I on 7MS=12 Pao• 17 d 20 Confidential • Customer Is responsible for supplying sucwslon plemin0 business noes and workflow, mord pock and touted eanpsbnrJn. • If Halogen eComponseboom Is Ilosnsed: • Customer Is resporalble for aopplylng compensation Ituslnese Ross and workflow. • M Halogen eLearning Manager"' Is iloonsed: Customer Is responsible for supplying an loomI tg content In the rsquhW Import foralat and for vdkfeting the Import of data. • M Job Dssafptlon BLOW" Is fiaraed: • Customer understands that the job doWplons evolable wIM tla Halogen Job Descriptlon Bulders" application may not appear as and duplicates of the Cremmsle odotnsl MS Word or Ex* forms, and that minor vertdlons In Than appearance may be mqubed In order to better Ievorage the apabMs of the Halogen Job Description Builders" soSfssre, • k Halogen eRwauitment'e Is Doomed: • Customerb responsible fad data entry required to enter pre - e WI; job raqulallon s and candidate Inkrin ion. tautomer an conbect Halogen b perform tlase SWAM pursuant to a separate Sw*=Agreement • Customer acturowledges and agrees That delays by Cuswmdr In pmvhlno blbrreatton and decisions to Halogen may negatively Impact the dates, pias and sdMdupng oorombrants esspmssd In thio Agreement the tafiowing delNerabtos an not hduded In Ude Agreement but Halogen would be pleased to provide a ssperate gcotenonfor such atvkes: s ti Halogen sApprol alm Is flcensert, data entry of corporate godoldoparimentsl goals • If Halogen sApprolsalm Is licensed, custom commend helper • B Halogen eteemlno Mo agers" U licensed, Impost of historical course data s Deployment of ■ mdtl-lingual wwkonmad • SlgrMant oranges to Ow Halogen UI property Be B. TERMINA710M OF ANNUAL PROMBIONAL SERVICES FaOowlrp the ootid subsalp0on term (u IderrBled In Seclon 1 on Page 1 of this Agreement K In accordance with Section 7 of Sdredrde A, Customer wA we the Agreement for suoassWe one you tome, Customer shop Mar () elect not to maw the Annual Professional Sorvlae at fro and of such rootlet subadptlon form. or any sensed term. by povWhV Hdopm with at taut toddy (30) days prior wdttan notice of Its Intention to temdnalo: or OD renew the Annual 12mboabnd SerA= In accordance with such Soction. Sen Rdfad Police Department - SubseAplorr On Demand eA "RIB - 00.2012-033 - ab.dd Crested cn 7MW M2 Pegs 1Baf 20 Confidential ADDENDUM to the Software License and Services Agreement (1108-2012.633) ("Agreement") between Halogen Software Inc. ("Halogen") and San Rafael Police Department ("Customer") WHEREAS Halogen and Customer wish to amend the terms and conditions contained within the Agreement as set forth below ('Addendum"); NOW THEREFORE In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The effective date of this Addendum shall be the date it has been signed by both parties. 2. Subject to the terms and conditions contained within this Addendum, the terms and conditions of the Agreement shall continue in full force and effect. Where reference is made in this Addendum to a schedule or section number, it shall refer to a schedule or section number In the Agreement, unless otherwise stated. Unless otherwise defined in this Addendum, all capitalized words utilized in this Addendum shall have the same meaning as defined in the Agreement. 3. The parties agree to amend the Agreement as follows: Schedule A (General Terms and Conditional! (a) The second sentence of Section 6(a) (Fees and Expenses) Is hereby replaced with: Following the Initial subscription term (as identified In Section 1 on Page 1 of this Agreement), Halogen reserves the right to increase the Annual Software License Subscription Fee and Annual Professional Services Fee as set out in the Master Agreement upon renewal upon not less than thirty (30) days notice, provided that the Annual Software Ucense Subscription Fee shall not Increase upon renewal by more than six percent (6%) year over year for a period of two (2) years following such Initial subscription term. (b) The second sentence of Section 7(a) (Term) Is hereby replaced with: Subject to Section 8(a), following the initial subscription tern the provisions of this Agreement shall automatically renew at Halogen's then -current rates for subsequent one year terns, unless either party provides written notice of He intention not to renew this Agreement at least thirty (30) days prior to the end of the then -current subscription term. epoendlx D (Professional Servicesl! (c) The following Is hereby added to the first paragraph of Section 6 (Professional Services Expenses): Notwithstanding the foregoing, in connection with the onsite Process Administration Training services provided under Section 1(a)(Iii) herein, the expenses invoiced by Halogen shall not exceed US$800.00 inclusive of flight, hotel, per diems and land transportation, provided that: Travel arrangements are booked a minimum of two (2) weeks In advance of the mutually agreed upon scheduled training dates; A Halogen trainer is available locally. San RdrW Pogue DePwhwM - Subwlp6on On Demand N HRIS - 06-2012-M - ab dd Cleated on 7I06i2012 Papa 19 d 20 ConOdentMl 4. This Addendum shall be interpreted as part of and In the manner set out In the Agreement. This Addendum shall supersede all previous representations and discussions, either oral or written, relating to its subject matter, and may not be modified except by a written document signed by both parties. IN WITNESS WHEREOF the parties hereto have executed this Addendum. Halogen Software Inc. Signature: �aky"A, Name: CINDY McGANN Title: GENERAL COUNSEL Date: JUAA- 0181d012 San Rafa oil DeppfiFevn Signature: Name: ow Title: lt�tAtk I� j flk0.?T Date: 4ckQ - 7,-9.IWL, - San Rahe! Poom Deparbnent - 8ubaaWm on Demand eA HRIS - 08-2012.839 - ob dd Cmabd an 7J =012 Pape 20 0r 20 Cen0den091