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FD Shift Scheduling SoftwareKronos Incorporated 297 Billerica Road Chelmsford, NIA 01824 Phone: (978)250-9800 KRONOS SALES, SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR -022811 I Page 1 i 5 Customer and Kronos agree that the terms and conditions set forth in this Agreement shall apply to all Kronos Equipment, Software, Professional and Educational Services, Support, and such other Kronos offerings, as specified on an order form (an "Order Form") signed by the parties which expressly references this Agreement (or is signed contemporaneously hereto) Kronos and Customer hereby agree that the terms and conditions of this Agreement apply to any Order Form executed by Kronos and Customer which expressly references this Agreement (including any Order Form signed contemporaneously with this Agreement regardless of the appearance of any express reference to this Agreement). Either party may discontinue use of this Agreement for future orders upon thirty (30) days prior written notice to the other party, provided however that any Order Form signed by the parties prior to the effective date of such notice shall remain in effect unless otherwise specifically terminated in accordance with the terms of this Agreement. Kronos may require additional terms and conditions for the sale or license of products or services not contemplated by this Agreement (including without limitation those that may be related to international services) provided that no such additional terns and conditions shall be binding upon Customer without Customer's prior written consent Notwithstanding, Kronos will not be obligated to accept or approve an order for any products or services for which such additional terms and conditions are required. All orders are subject to the approval of Kronos' corporate office in Chelmsford, Massachusetts. This Agreement and the Order Form shall supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items ordered. I PAYMENT AND DELIVERY Unless otherwise set forth in this Agreement, payment terms are indicated on the Order Form or other contemporaneous ordering document containing product -specific payment terms signed by the parties. Delivery terms are as stated on the Order Form ("Delivery"). Kronos will invoice Customer for products upon Delivery Unless otherwise set forth on the Order Form, Professional and Educational Services are provided on a time and materials basis, invoiced monthly as rendered Customer agrees to pay all applicable taxes levied or based on the products, services or other charges hereunder, including state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by Kronos, exclusive of taxes based on net income Customer agrees to pay a late charge crone percent (1'0) per month, (but not in excess of the rate allowed by law), on any overdue amounts not the subject of a good faith dispute If full payment is not made within 90 days of final payment due date, Customer is responsible for all expenses, including legal fees, incurred by Kronos for collection 2. GENERAL LICENSE TERMS Kronos owns or has the right to license the Software The Software and Software documentation are confidential and may not be disclosed to a third party without Kronos' written consent. The Software contains proprietary trade secret technology Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below Kronos grants to Customer a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software This license may be terminated by Kronos by written notice to Customer upon any material breach of this Agreement by Customer which remains uncured for a period of thirty (30) days after such written notice from Kronos. Upon such termination of this license by Kronos, Customer will have no further right to use the Software and will return the Software media to Kronos and destroy all copies of the Software (and related documentation) in Customer's possession or control This license is subject to all of the terms of this Agreement 3. FEE BASED LIMITATIONS Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer Limitations. which are set forth on the Order Form, may include the number of employees, simultaneous or active users_ Software product modules, Software features, computer model and serial number and partition, and/or the number of telephone lines or terminals to which the Software is permitted to be connected Customer agrees to i) use the Software only for the number of employees, simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the applicable license fee, u) use only the product modules and/or features permitted by the applicable license fees, and in) use the Software only in support of Customer's own business Customer agrees not to increase the number of employees, simultaneous or active users, partitions, terminals_ products modules.. features, or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase upgrade Customer may not rehcense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of Kronos 4 OBJECT CODE ONLY Customer may use the computer programs included in the Software (the "Programs") in object code form only, and shall not reverse compile. disassemble or otherwise convert the Programs into uncompded or unassembled code The Programs include components owned by third parties Such third party components are deemed to be Software subject to this Agreement Customer shall not use any of the Programs (or the data models therein) except solely as part of and in connection with the Software and as described in the published documentation for such Software Customer shall indemnify and hold harmless Kronos for all damages or liability caused by Customer's failure to comply with the foregoing restriction. 5. PERMITTED COPIES Customer may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing purposes only, except for additional copies of the Teletime Software and the Kronos iSenes (which must be licensed separately). All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this license, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer. 6. UPDATES In the event that Kronos supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby T EXPORT Customer acknowledges that the Equipment and Software may be restricted by the United States Government or by the country in which the Equipment or Software is installed from export to certain countries and certain organizations and individuals, and agrees to comply with such laws Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Customer and shall indemnify Kronos for any noncompliance which results in damages or liability for Kronos Customer's obligations hereunder shall survive the termination or expiration of this Agreement Customer must obtain Kronos prior written consent before exporting the Software. 8. FIRMWARE Customer may not download firmware updates for the Kronos Equipment unless Customer is maintaining such Equipment under a support plan with Kronos If Customer is not maintaining the Equipment under a support plan with Kronos, Kronos shall have the right to verify Customer's Kronos Equipment to determine if Customer has downloaded any firmware to which Customer is not entitled If Customer has downloaded firmware for the Kronos Equipment to which Customer is not entitled. Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Page: 2 / 5 Phone: (978)250-9800 Customer shall be responsible to pay Kronos for such updated firmware in accordance with kronos then -current support policies 9. TRAINING POINTS Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor -led training sessions offered by Kronos. Avai table instructor -led sessions are listed at httD customer kronos.com and each session has the Training Points value indicated. Training Points may be redeemed at any time within 12 months of the date of the applicable Order Form, at which time they shall expire Training Points may not be exchanged for other Kronos products and/or services. Kronos will invoice Customer for the Training Points identified in the Order Form upon execution of such Order Form with payment due upon the payment terms indicated in such Order Form 10. ACCEPTANCE For Customer's initial purchase of each Equipment and Software product Kronos shall provide an acceptance test period (the "Test Period") that commences upon Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted, b ) the Software is installed on Customer's server(s); and c ) implementation team training, ifany, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the Kronos published electronic documentation, ("Specifications"). The Test Period shall be fbr 30 days. If Customer has not given Kronos a written deficiency statement specifying how the Equipment or Software fails to meet the Specifications ("Deficiency Statement") within the Test Period, the Equipment and Software shall be deemed accepted. If Customer provides a Deficiency Statement within the Test Period, Kronos shall have 30 days to correct the deficiency_ and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the Equipment or Sollware does not meet the Specifications at the end of the second 30 day period, either Customer or Kronos may terminate this Agreement. Upon any such termination, Customer shall return all Equipment and Software (and related documentation) to Kronos, and Kronos shall refund any monies paid by Customer to Kronos for the returned Equipment and Software. Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test. 11 LIMITED WARRANTY kronos warrants that all Kronos Equipment and Software media shall be free from detects in materials and workmanship, fora period ofmnety(90)days from Delivery. In the event ora breach of this warranty, Customer's exclusive remedy shall be Kronos' repair or replacement of the deficient Equipment and/or Software media, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the Specifications This warranty is extended to Customer only and shall not apply to any Lquipment (or parts thereof) or Software media in the event of (a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use; (b) failure of Customer to provide and maintain a suitable installation environment, as specified in the Specifications; or (c) malfunctions resulting from the use of badges or supplies not approved by Kronos. When using and applying the information generated by Kronos products, Customer is responsible for ensuring that Customer complies with the applicable requirements of federal and state law If Customer is licensing Workforce Payroll Software or Workforce Absence Management Sollware: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using such Software, (ii) using such Software does not release Customer of any prolessional obligation concerning the preparation and review of such reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc or such Software for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents, and (tv) Customer will review any calculations made by using such Software and satisfy itself that those calculations are correct. 12 INDEMNIFICATION Kronos agrees to indemnify Customer and to hold it harmless from and against any and all claims, costs, fees and expenses (including reasonable legal fees) relating to actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer by virtue of Customers use of the Software as delivered and maintained by Kronos, provided that: i) Kronos is given prompt written notice of any such claim and has sole control over the investigation, preparation, defense and settlement of such claim, and, ii) Customer reasonably cooperates with Kronos in connection with the foregoing and provides Kronos with all information in Customer's possession related to such claim and any further assistance as reasonably requested by Kronos. Kronos will have no obligation to indemnify Customer to the extent any such claim is based on the use of the Software with sotlware or equipment not supplied by Kronos Should any or all of the Software as delivered and maintained by Kronos become, or in Kronos' reasonable opinion be likely to become, the subject of any such claim, Kronos may at its option: i) procure for Customer the right to continue to use the affected Sollware as contemplated hereunder; ii) replace or modify the affected Software to make its use non -infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon thirty (30) days prior written notice to Customer. In such event of termination, Customer shall be entitled to a pro -rata refund of all fees paid to Kronos for the affected Software, which refund shall be calculated using a five year straight- line depreciation commencing with the date of the relevant Order. Additionally, Kronos agrees to be liable for tangible property damage or personal injury caused solely by the negligence or will fal misconduct of its employees 13 PROFFESSIONAL AND EDL'CATIONAL SERVICES (a) TRAVEL. FXPFNSFS Customer agrees to reimburse Kronos for all reasonable and necessary travel incurred by Kronos in the performance of any professional and/or educational services, provided that such travel complies with the then current Kronos Travel and Expense Policies. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, plus an administrative fee often percent (10%) of the amount of such travel expenses, incurred by Kronos to deliver purchased professional services and/or educational services in accordance with the Kronos Travel and f xpense Policies. Customer will be billed by Kronos for such travel expenses and payment thereof shall be due net 30. (b) ENGAGEMENTS Unless otherwise indicated on the Order Form, Professional and Educational Services ("Professional Services") shall be provided on a time and material basis at the rates set forth in the Order Form. If a dollar limit is stated in the Order Form or any associated statement of work ("SOW'), the limit shall be deemed an estimate for Customer's budgeting and Kronos' resource scheduling purposes. After the dollar limit is expended, Kronos will continue to provide Professional Services on a time and materials basis if a Change Order or Schedule of Services for continuation of the Professional Services is signed by the parties. (c) WARRANTY Kronos warrants that all professional and educational services performed under this Agreement shall be performed in a professional and competent manner In the event that Kronos breaches this warranty, and Customer so notifies Kronos within 30 days of receipt of invoice for the applicable services, the Customer's sole remedy and Kronos' Kronos Incorporated 297 Billerica Road Chelmsford, NIA 01824 Phone: (978)250-9800 Page 3 i 5 exclusive liability shall be to re -perform the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to Customer. (d) KRONOS PROFESS IONAUEDUCATIONAL SERVICES POLICIES Kronos' then -current Professional/Educational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW and maybe accessed at: htto. %r%wv kronos com: SunoorL/ProtessionalServicesEnaaeementPolicies him ("Professional Services Policies"). In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shall prevail. 14 SOFTWARE SUPPORT SERVICES (a) SUPPORTOPTIONS Customer may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus) support ("Service Type"), each providing different service coverage periods and/or service offerings, as specified herein ("Service Offerings") and in the Kronos SupportService Policies (defined below). Customer must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Customer is purchasing support services for Visionware Software, Customer may only purchase Gold Service Type for the Visionware Software). All Updates shall be provided via remote access. Customer may purchase support services for Equipment in accordance with the terms and conditions of Kronos' standard Equipment Support Services Agreement a copy of which is available upon request and is located at: htto w%%w kronos com LePal/L-ouiomcntSu000rtAar asnx . (b) EXTENDED SUPPORT PROGRAM (DELL SERVERS) Customers purchasing the Extended Support Program (as indicated on the Order Form) for their Dell servers purchased from Kronos shall receive a specialized, bundled set of Kronos Support Services. Because of the specialized nature of these services, the terms and conditions located at han N%w%� kronos com Leeal'SuonlementalTerms asox shall supersede the provisions of this Agreement for the Extended Support Program. (c) TERM OF SOFTWARE SUPPORT Unless otherwise indicated on the Order Form, support service shall commence on the Software Delivery date and shall continue for an initial term of one (1) year Support service shall automatically renew for additional one year terms on the anniversary date of its commencement date, unless either parry notifies the other in writing sixty (60) days prior to that anniversary renewal date. After the one year initial term of this Agreement, the Service Offerings provided and the Service Coverage period are subject to change by Kronos with sixty (60) days advance written notice to Customer. For the initial two (2) renewal years the annual support fee, for the same products and service type, will not increase by more than 4% over the prior year's annual support fee (d) GOLD SERVICE OFFERINGS Customer shall be entitled to receive: (i) Updates for the Software (not including any Software for which Kronos charges a separate license fee), provided that Customer's operating system and equipment meet minimum system configuration requirements, as reasonably determined by Kronos If Customer requests Kronos to install such Updates or to provide retraining, Customeragrees to pay Kronos for such installation or retraining at Kronos' then -current time and materials rate. (ii) Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for service during the Service Coverage Period. The Service Coverage Period for the Gold Service Offering is 8 00 a. m. to 8.00 p in , local time, Monday through Friday, excluding Kronos holidays (iii) Web -based support including access to Software documentation, FAQs, access to Kronos knowledge base, Customer forums, and a -case management Such offerings are subject to modification by Kronos Current offerings can be found at har) \\N%w kronos.com services sunnort-services.asDx . (iv) Web -based remote diagnostic technical assistance which may be utilized by Kronos to resolve Software functional problems and user problems during the Service Coverage Period (v) Access to specialized content as and when made available by Kronos such as technical advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e -Learning, HR Payroll Answerforce and service case studies (e) PLATINUM AND PLUS SERVICE OFFERINGS Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage Period for the Platinum Service Offering is 24 hours a day, seven days a week, 365 days a year Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, customers purchasing the Plus option shall receive the services of a dedicated, but not exclusive, Kronos Technical Account Manager ("TAM") for one production instance of the Software Customers purchasing the Gold -Plus option shall designate up to one primary and one secondary backup technical contacts ("Technical Contacts") to be the sole contacts with the TAM, while customers purchasing the Platinum -Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Customer may designate additional and/or backup Technical Contacts Customer is required to place all primary Technical Contacts through Kronos product training for the Software covered under this Agreement at Customer's expense. Customers purchasing the Platinum -Plus option shall also receive a one day per year visit to be performed at the Customer location where the Software is installed During this onsite visit, Kronos shall work with Customer to identify ways to help Customer increase functionality or maximize utilization of the Software in Customer's specific environment. Customer must be utilizing the then -current version of the Software. Travel and expenses are not included and shall be paid by Customer. (t) PAYMENT Customer shall pay annual support charges for the initial term in accordance with the payment terms on the Order Form and for any renewal term upon receipt of invoice Customer shall pay additional support charges, if any, and time and material charges upon receipt of invoice. (g) ADDITION OF SOFTWARE Additional Software purchased by Customer during the initial or any renewal term shall be added to this Agreement at the same support option as the then current Software support coverage in place under these terms Customer agrees to pay the charges for such addition, and any such addition shall be automatically renewed as provided in these terms. (h) RESPONSIBILITIES OF CUSTOMER Customer agrees (i) to provide Kronos personnel with full, free and safe access to Software for purposes of support, including use of Kronos' standard remote access Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 Page: 4 / 5 Phone: (978)250-9800 technology, if required, (n) to maintain and operate the Software in an environment and according to procedures which conform to the Specifications, and (iii) not to allow support of the Software by anyone other than Kronos without prior written authorization from Kronos. Failure to utilize Kronos' remote access technology may delay Kronos' response and/or resolution to Customer's reported Software problem. If Customer requires the use of a specific remote access technology not specified by Kronos, then Customer must purchase the Plus option to receive support and provide Kronos personnel with full, free and safe access to the remote access hardware and/or software (i) DEFAULT Customer shall have the right to terminate Kronos support services in the event that Kronos is in breach of the support services warranty set forth below and such breach is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, Kronos shall refund to Customer on a pro -rata basis those pre -paid annual support fees associated with the unused portion of the support term. Kronos reserves the right to terminate or suspend support service in the event the Customer is in default under this Agreement with Kronos and such default is not corrected within fifteen (15) days after written notice. In addition, the support services will terminate and all charges due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its assets assigned by law p) WARRANTY Kronos warrants that all support services shall be performed in a professional and competent manner (k) KRONOS SUPPORT SERVICE POLICIES Kronos' then -current Support Services Policies shall apply to all Support Services purchased and may be accessed at: ntn wtvw kronos Com/Su000rt/Su_o_oortServicesPolicies htm("Support Policies"). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail. 15 KNOWLEDGEPASS EDUCATION SUBSCRIPTION The parties hereby agree that the following terms shall apply to Customer's purchase ofthe Kronos KnowledgePass Education Subscription only, if specified on the Order form (a) Scope The KnowledgePass Education Subscription is available to customers who are licensing Kronos' Workforce Central and iSenes Timekeeper Software products and who are maintaining such products under a support plan with Kronos. The KnowledgePass Education Subscription provides access via the internet to certain educational oflenngs provided by Kronos (the "KnowledgePass Content"), including: Product and upgrade information for project teams and end users Hands-on interactive instruction on common tasks Self -paced tutorials covering a range of topics Job aids • Knowledge assessment and reporting tools to measure progress • Webmars (b) Term ofSubscnption The KnowledgePass Lducation Subscription shall run co-termmously with Customers Software Support, and shall renew for additional one( I) year terms provided Customer renews its KnowledgePass Education Subscription as provided below (c) Payment Customer shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Form. Kronos will send Customer a renewal invoice for renewal ofthe KnowledgePass Education Subscription at least forty five (45)days prior to expiration ofthe then current tern KnowledgePass Education Subscription shall renew for an additional one( I) Gear term it Customer pays such invoice before the end ofthe initial term or any renewal term (d) Limitations Customer recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos Customer is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Customer's internal use and may not disclose such KnowledgePass Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of Kronos, provided that Customer may download and modify contents of Training Kits solely for Customer's internal use (e) Train-the-Tramer Program (TTT): Certification under the Train-the-Tramer Program is valid only for the point release ofthe Software for which the TTT Program is taken, and covers only the Customer employee who completes the TTT Program 16 CONFIDENTIAL INFORMATION "Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party, and n) identified as "confidential" at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of the information itself Additionally, the terns, conditions and pricing contained in this Agreement and the Order Form, the Software (and Software documentation). and the Specifications shall be deemed to be Kronos' Confidential Information. Each party shall protect the Confidential Information ofthe other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it does not wish disclosed to the public Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries ofthe receiving party who have a need to know) the other party's Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent ofthe other party The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving party can establish by legally sufficient evidence (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality, (d) is independently developed by the receiving party without use ofthe disclosing party's confidential information, which can be shown by tangible evidence, or (e) was required to be disclosed by applicable law; provided that the receiving party notifies the disclosing party ofsuch requirement prior to disclosure, and provided further that the receiving party makes diligent efforts to limit disclosure. 17 MARKETING ACTIVITIES Customer agrees that Kronos may use Customer's name as part of Kronospublished customer lists. Upon Kronos' request, Customer will participate in mutually beneficial marketing and public relations activities with Kronos. All content shall be subject to the prior review and approval of Customer, such approval not to be Kronos Incorporated 297 Billerica Road Chelmsford, SIA 01824 Phone: (978)250-9800 unreasonably withheld Page 5 ' 5 18. LIMITATION OF LIABILITY CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL KRONOS' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR THIRD PARTY LICENSOR'S LIABILITY TO A CUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO THE CLAIM, AND IN NO EVENT WILL KRONOS OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER'S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT. SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT 19. GENERAL (a) This Agreement shall be governed by Massachusetts law The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement. (b) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect (c) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kronos and any purported assignment, without such consent, shall be void (d) Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, storm or other acts of God Both parties agree to use their best efforts to minimize the effects of such failures or delays (e) All notices given under this Agreement shall be in writing and sent postage pre -paid, if to Kronos, to the Kronos address on the Order Form, or if to Customer, to the billing address on the Order Form (f) No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen (g) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement (h) The parties agree that if this Agreement is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement (i) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with the applicable Order Form, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties Customer understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements other than those contained on the Order Form Customer has not relied on the availability of any future version of the Software or Equipment identified on an Order Form, nor any other future product in executing this Agreement 0) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (I ) (m) of the Rights in Technical Data and Computer Software clause at DFARS 252 227-7013. or subparagraph (c)(1)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52 227-19, as applicable. Manufacturer distributor is Kronos Incorporated, 297 Billerica Road, Chelmsford, MA. DATED: ��� I CUSTOME 11110000 BY:_ { - NAME: J�/� 1 L TITLE: v DATED: CUSTOMER: Kathryn Farr Asim. Mnnngcr Basin— Opti, n — Sp j f S 26'-016 11 70 AM BY: 1./11 try � Y 4 NAME: TITLE: �7Sliw. D i� a� �nr�lYL r CYT MER rov BY Q. NAME �} TITLEjJf11d KRONOS ADDENDUM WORKFORCE TELESTAFF IVR SERVICE (LICENSED OR USER BASED) This is an Addendum to the agreement between Kronos and Customer governing those certain Kronos Workforce Telestaff software applications whether on a perpetual license basis or in a software as a service model (the "Agreement") between San Rafael Fire ("Customer") and Kronos. The parties hereby agree that the following terms and conditions are supplemental terms and conditions to the Agreement and are applicable to the Workforce Telestaff IVR offering ("Telestaff IVR"), a subscription service Kronos is authorized to resell. Telestaff IVR can be ordered either on a licensed basis with Port (in which case Telestaff IVR is only available with a perpetual license to Workforce Telestaff and is not hosted by Kronos) ("Workforce Telestaff IVR License Per Port") or on a per minute basis ("Workforce Telestaff IVR Service"). The applicable designation for Telestaff IVR will be indicated on the applicable Order Form. 1. Description. Telestaff IVR is an Interactive Voice Response (IVR) solution, provided solely for Customer's internal use, by which Customer may initiate phone calls to staff members to fill vacancies or receive notifications of work opportunities for employees who are licensed to use the Kronos Workforce TeleStaff" product. Each exchanged message (notice, response, confirmation, denial) shall be considered an "Interaction." 2. Maintenance. Telestaff IVR maintenance will entitle Customer to Telestaff IVR phone support and software updates and shall commence upon the execution of the Order Form. For Workforce Telestaff IVR Service, maintenance will be provided at the same level of support as Customer's Workforce TeleStaff product at no additional charge. For Workforce Telestaff IVR License Per Port, if Customer wants maintenance for the Workforce Telestaff IVR License Per Port, Customer must purchase maintenance for both Workforce TeleStaff and Workforce Telestaff IVR License Per Port, and maintenance for Workforce Telestaff IVR License Per Port will be charged at the same level of support as Workforce TeleStaff (i.e., Gold or Platinum). 3. Implementation. To initiate and setup administration of the required communications, Kronos will perform the standard implementation of Telestaff IVR, including configuration, as described in the Statement of Work ("SOW") signed by the Customer. Any additional professional services for non-standard implementation services will be provided at mutually agreed upon rates subject to a separate Order Form or a separate statement of work mutually agreed upon by both parties. 4. Payment. Kronos will invoice Customer for the Telestaff IVR implementation/configuration professional services fees set forth in the applicable SOW and Order Form, pursuant to the Agreement and on the payment terms set forth therein. Kronos will invoice Customer as follows: (i) for the license fees and annual maintenance associated with the Workforce Telestaff IVR License Per Port, upon execution of the Order Form; or (ii) each month in arrears for the Workforce Telestaff IVR Service usage fees for the total actual number of metered minutes used each month (the "Minute Usage Fee") at a rate of $0.13 per minute, subject to Section 7 below. Customer's right to begin using the service shall begin upon activation of the service after implementation/configuration. Unless otherwise indicated on the Order Form, Customer will pay invoices issued by Kronos hereunder within thirty (30) days of receipt. 5. Restrictions on Telestaff IVR Services: Additional Responsibilities. Customer agrees that Telestaff IVR has not been designed for, and may not be used as, a means to connect with 911 or E911 emergency services. Kronos shall have no liability for any delays, failures or unavailability of Telestaff IVR due to transmission or other delays, errors or problems beyond Kronos' control, or any other interruptions caused by the mobile communications network and/or mobile devices. Use of Telestaff IVR is subject to the software license terms set forth in the Agreement as well as the provider's Acceptable Use Policy found at: REV 01222016 and Customer agrees that it shall be liable for all loss, damage or injury that may result from Customer's failure to abide by such Policy. Customer acknowledges that communications occurring through Telestaff IVR may be subject to standard mobile carrier policies or government regulatory requirements for mobile communications. 6. Telestaff IVR Securitv. The Telestaff IVR service relies upon a third party hosted communication platform. Accordingly, notwithstanding any other provision of the Agreement or this Addendum to the contrary, Customer understands and acknowledges that the exclusive statement of the security protections provided for i) Interactions by Customer and its employees through Telestaff IVR, and ii) all associated data, is part of the provider's privacy policy which is subject to change with prior written notice. The current security statement is as follows: Security of Your Personal Information Kronos' provider takes appropriate technical, physical and administrative steps to protect the security of your information. Access to your personal information is limited only to those employees, contractors or authorized agents of Kronos and its provider who have authorization to access your personal information and such access is limited to the extent such information is needed to fulfill the task for which personal information was collected. While we strive to protect your personal information, we cannot ensure the security of the information you transmit. We recommend you to take every precaution to protect your personal information when you are on the Internet. For example, change your passwords often, use a combination of letters and numbers when creating passwords, and make sure you use a secure browser. 7. Renewal and Termination. The initial term is twelve months commencing upon the execution of the Order Form. At the expiration of the initial term, unless the Order Form provides as different renewal period, the term shall automatically renew on an annual basis until terminated in accordance with the provisions hereof. At any time: (i) Customer may terminate the Telestaff IVR service for convenience upon thirty (30) days prior written notice, and (ii) Kronos may terminate the Telestaff IVR service for convenience upon one hundred and twenty (120) days prior written notice. Kronos may increase the per minute rate upon renewal with sixty (60) days prior written notice for use based Telstaff IVR. AGREED AND ACCEPTED CUSTOMER By: LOT Name: Title: ► 1 " - "'�"' V G I l/ Date: 'I k'RONes: �P P rvV,eQ 45 4,v qtr rr, : By. ' Name: Title: ne�y Date: 270 101- /(�J ettnalvlW— k-417,0-5 By: Name: it d h A ��- Title: Date: Kuihryn I Associ t. Nunagcr Dusincss 01—t ms S p26 2016 11 39 AV REV 01222016 A KRONOS Quote#: 528680 -1 Expires: 30 -SEP -2016 Sales Executive: Correia. Robert Bill To: SAN RAFAEL FIRE 1039 C ST SAN RAFAEL CA 94901 United States Solution ID: 6105954 Payment Terms: N30 Currency: USD Customer PO Number: Order Notes: Contact: Kyle Hamilton Kyle.hamilton@cityofsanrafeal.org 415-720-6867 o - Initial Term: 1 Year Total Monthly Service Fees: $1,325.00 Billing Start Date: 90 days from execution of Order Form Billing Frequency: Annual in Advance Renewal Term. 1 Year ORDER FORM Customer will continue support on the Telestaff Web Access V2 -TSG Hosted product. Customer may renew or terminate the Telestaff Web Access V2 -TSG Hosted product support services in accordance with the terms of the Agreement. Your Kronos solution includes: SOFTWARE WORKFORCE TELESTAFF GLOBAL ACCESS V5 15 1 Total Pric 3,750.00 41=001 ;4 Mi #:,TJLei :K • r. PLATINUM SUPPORT SERVICE 7Pric 937.5 T 937.501 'Support values listed above are total for all applicable products in each section of this order form Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford. MA 01824 ;:800) 225-1561 (978) 250-9800 www kronos com Order Type: Upgrade US Date: 30 -AUG -2016 Page: 1/2 Ship To: Attn:KYLE HAMILTON SAN RAFAEL FIRE 1039 C ST SAN RAFAEL CA 94901 United States Contact: Kyle Hamilton Email: Kyle.hamilton@cityofsanrafeal.org Ship To Phone: 1 415 720-6867 FOB: Shipping Point Ship Method: Freight Term: Prepay & Add Customer will continue support on the Telestaff Web Access V2 -TSG Hosted product. Customer may renew or terminate the Telestaff Web Access V2 -TSG Hosted product support services in accordance with the terms of the Agreement. Your Kronos solution includes: SOFTWARE WORKFORCE TELESTAFF GLOBAL ACCESS V5 15 1 Total Pric 3,750.00 41=001 ;4 Mi #:,TJLei :K • r. PLATINUM SUPPORT SERVICE 7Pric 937.5 T 937.501 'Support values listed above are total for all applicable products in each section of this order form Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford. MA 01824 ;:800) 225-1561 (978) 250-9800 www kronos com KRONOS Quote#: 528680 - 1 PROFESSIONAL SERVICES / EDUCATIONAL SERVICES Page: 2/2 CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE BASE FEE PER MONTH 1 15,000.00 1CL.OUD HOSTING WORKFORCE TELESTAFF ENTERPRISE PER EMPLOYEE PER MONTH1 900.00 Total Pric 15,900.00 QUOTE SUNINIARY SAN RAFA L FIRE Signature: Name: Title: / �I'�'t-�- Effective Date: &AiV- Er�ppfDv� 4S � �f m ; Signature: 1 Name: - l Title: _firssi nP� Effective Date: / Kronos Incorporated Signature: J) { Name: l�jr�v1�(m- fi Title: Effective Date: Kmhry. f rr Assonme Mennger 6uviness Opemliuns Sep 26 2016 9:59 AM -- SSgo l Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLYAN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http:/tivww.redhat.com/Jicensesrboss_eula.html.Shipping and handling charges will be reflected on the final invoice. Kronos ( Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford MA 01824 (800) 225-1561 (978) 250-9800 www kronos com PROFESSIONAL SERVICES - TELESTAFF 48 Hours 8,640.00 Project Manager4 Hours 180.00 Solution Consultant 44 Hours 180.00 (PROFESSIONAL SERVICES - TECHNICAL SERVICES TELESTAFF 24 Hours 215.00 5,160.00 Technology ConsultanQ4 Hours 215.00 I KNOWLEDGE PASS 1 Each 0.00 0.00 QED SERVICES SUBSCRIPTION 1 Contract 575.00 575.00 I Total Price 14,375.00 CLOUD HOSTING WORKFORCE TELESTAFF ENTERPRISE BASE FEE PER MONTH 1 15,000.00 1CL.OUD HOSTING WORKFORCE TELESTAFF ENTERPRISE PER EMPLOYEE PER MONTH1 900.00 Total Pric 15,900.00 QUOTE SUNINIARY SAN RAFA L FIRE Signature: Name: Title: / �I'�'t-�- Effective Date: &AiV- Er�ppfDv� 4S � �f m ; Signature: 1 Name: - l Title: _firssi nP� Effective Date: / Kronos Incorporated Signature: J) { Name: l�jr�v1�(m- fi Title: Effective Date: Kmhry. f rr Assonme Mennger 6uviness Opemliuns Sep 26 2016 9:59 AM -- SSgo l Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLYAN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http:/tivww.redhat.com/Jicensesrboss_eula.html.Shipping and handling charges will be reflected on the final invoice. Kronos ( Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford MA 01824 (800) 225-1561 (978) 250-9800 www kronos com i KRONOS Quote#: 528704 - 1 Expires: 30 -SEP -2016 Sales Executive: Correia, Robert Bill To: SAN RAFAEL FIRE 1039 C ST SAN RAFAEL CA 94901 United States Solution ID: 6105954 Payment Terms: N30 Currency: USD Customer PO Number: Order Notes: Contact: Kyle Hamilton Kyie.hamilton@cityofsanrafeal.org 415-720-6867 ORDER FORM Kronos will invoice Customer each month in arrears for Workforce Telestaff IVR service usage fees for the total actual number of metered minutes used each month (the "Minute Usage Fee") at a rate of $0.13 per minute. Your Kronos solution includes: SOFTWARE iWORKFORCE TELESTAFF IVR SERVICE1 I Total Pric 0.00 SUPPORT SERVICES PLATINUM SUPPORT SERVICEI 1 ric Y� 0. 1 Total P 0. 'Support values listed above are total for all applicable products in each section of this order form QUOTE SUMMARY Subtotal Deposit Tax Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www kronos corn Order Type: Upgrade US Date: 30 -AUG -2016 Page: 1/2 , Ship To: Attn:KYLE HAMILTON SAN RAFAEL FIRE 1039 C ST SAN RAFAEL CA 94901 United States Contact: Kyle Hamilton Email: Kyle.hamilton@cityofsanrafeal.org Ship To Phone: 1 415 720-6867 FOB: Shipping Point Ship Method: Freight Term: Prepay & Add Kronos will invoice Customer each month in arrears for Workforce Telestaff IVR service usage fees for the total actual number of metered minutes used each month (the "Minute Usage Fee") at a rate of $0.13 per minute. Your Kronos solution includes: SOFTWARE iWORKFORCE TELESTAFF IVR SERVICE1 I Total Pric 0.00 SUPPORT SERVICES PLATINUM SUPPORT SERVICEI 1 ric Y� 0. 1 Total P 0. 'Support values listed above are total for all applicable products in each section of this order form QUOTE SUMMARY Subtotal Deposit Tax Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www kronos corn V4 KRONOS Quote#: 528704 -1 SAN RAFA L FI Signature: Name: Y�!�'A4T Title: �_'1,1%4I � Effective Date: S EPro�,�( Signature: --------,til.�� Name: Title: L1'� Effective Date: Page: 2/2 Kronos Incorporated Signature: Name: Title: Effective Date: Associule Alnnager Ouainess Oprrai;onr Sep 26 2016 9 58 AM G�SIon Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http.-/%vww. redhat.comAicenseslboss_eula. htm/. Shipping and handling charges will be reflected on the final invoice. Kronos I Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www kronos com "- KRONOS- Statement of Work for San Rafael Fire Upgrade TeleStaff Enterprise v2.6 to Workforce TeleStaff v5 Migrate to Kronos Private Cloud Sales Executive Robert Correia Author Debra Darby Expiration Date 9/30/2016 Created Date 4/11/2016 BigMachines Quote Number 2016-29421 Status Approved Revision # 1 Opportunity ID ABEA-BKD28V Customer SID 6105954 (c) 2016, Kronos Incorporated and related companies. All rights reserved. CONFIDENTIAL - Not to be disclosed to third parties without specific written consent from Kronos. KRONOs OVERVIEW This Statement of Work ("SOW") provides an overview of the project including scope, approach, costs, and how the project will be managed. To support a successful implementation, you agree to provide the required internal project resources. BUSINESS OBJECTIVES Deliver the following upgrade professional services: • Perform Sybase to SQL Migration • Upgrade TeleStaff Enterprise v2.6 to Workforce TeleStaff v5 • Configure Workforce IVR for Workforce TeleStaff v5 • Migrate Environment to Kronos Private Cloud • Four (4) hours of New Functionality Training BUSINESS ASSUMPTIONS • No Custom Reports • No Custom Interfaces • Upgrade does not include services to update Payroll Export File. • This project engagement is Time and Materials based; Customer will only be billed for professional services consumed. • Additional professional services requested/required will be handled through the Kronos Change Order Process. PROPOSED SOLUTION Module Project Type Workforce TeleStaff Enterprise Upgrade Global Access New Contact Manager Upgrade KRONOS- Project duration is expected to be 12 weeks, based upon our experience with our customers and products. Depending upon the preparation and engagement of your organization, there may be opportunity to complete the project in a compressed duration. However, if project resources are unprepared or unavailable, the duration of the project may need to be extended, increasing the budget required to successfully complete this scope of work. Requests for additional scope or activities outside of this planned project scope may be accommodated through the change process. In either of these circumstances, Kronos may issue a change order to ensure the appropriate budget is available. Kronos will deliver the scope of this project utilizing a remote approach. San Rafael Fire I KRONOS INCORPORATED CONFIDENTIAL Page 3 of 8 KRONOS � KNOWLEDGEPASS KnowledgePassTM is a subscription to an online educational portal. It provides enterprise access to tutorials, task simulations, job aids, sandboxes, webinars, and additional educational documents to help your team succeed. ,�4 KRONasI UPGRADE APPROACH The project team will collaborate to establish a project plan with tasks, responsibilities, and milestone dates and provide the foundation for project control. Kronos will complete an environment readiness review with your project team resources to ensure the server environment is available and pre -requisites have been installed. Kronos will perform test upgrade, deploy interfaces and complete validation testing of upgraded environment. Upon completion of customer user acceptance testing, Kronos will complete the upgrade to production. a KRQNOS 1, ` PROJECT SOLUTION DETAIL Professional Services by Product Project Leadership $720.00 SQL Migration — Upgrade — Cloud Migration - Training $13,080.00 $13,800.00 Education Services KnowledgePass $575.00 $575.00 PROJECT SOLUTION SUMMARY This SOW represents a time and materials engagement. If applicable, travel expenses are not included and will be invoiced separately as incurred. Service Type Professional Services $13,800.00 Educational Services $575.00 Solution Total $14,375.00 Reference Exhibit A for Monthly Cloud Hosting pricing. #�,O KRON0S SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE %�e'lex HA -4r: 09/23/2016 �J v (Sep 23, 2016) By: Date: Title: Services Architect This Statement of Work is subject to San Rafael Fire's agreement with Kronos governing Professional and Education Services. By signing below, San Rafael Fire's authorized representative agrees to purchase the services described herein. ACCEPTED AND AGREED San Rafael Fire By: Title: J San Rafael City Attorney �ffi &615boe Ji/ ' Date:9/z-711� Date: 9/Z %/% San Rafael Fire may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated. All rights reserved. Copyright 2015. ►m A IL Vol EXHIBIT A Total Cloud Hosting Fees Monthly Service Fees Part Number Unit of Initial Current Incremental Total Monthly Measure Term Monthly Fee Fees Fees WorkforceTeleStaff Hosting Fee (Fixed) HOSTING -117 EA 12 $0.00 $1,250.00 $1,250.00 Workforce TeleStaff Hosting Fee (PEPM) HOSTING -118 EA 12 $0.00 $75.00 $75.00 Total Monthly Service Fees: $1,325.00 $1,325.00 CLOUD HOSTING ADDENDUM SUPPLEMENTAL TERMS AND CONDITIONS This Cloud Hosting Addendum of Supplemental Terms and Conditions (the "Addendum") is made by and between Kronos, Incorporated ("Kronos") and the San Rafael Fire, a California municipal corporation ("Customer"). WHEREAS, Customer has entered into a license agreement (the "LicenseAgreement") with Kronos to acquire licenses to certain Kronos software applications, as well as equipment and related services; WHEREAS, Customer desires to use those Kronos software applications in Kronos' managed cloud environment (the "Kronos Private Cloud') in accordance with the License Agreement and upon the supplemental terms and conditions herein, and Kronos desires to assist Customer in doing so. NOW, THEREFORE, in consideration of the mutual promises and covenants hereafter set forth, the parties agree as follows: 1. DEFINITIONS "Application(s)" means those Kronos software applications set forth on the applicable Order Form (or a schedule to the Order Form if Customer is only hosting a portion of the Applications for which Customer has a perpetual license) and which are made accessible to Customer for use in the Kronos Private Cloud under the terms of this Addendum. "Billing Start Date" means the date on which billing for the Cloud Services will commence, as indicated on the Order Form. "Cloud Services" means access to the password protected customer area of the Kronos Private Cloud and those services related thereto such as infrastructure, equipment, bandwidth, server monitoring, backup services, storage area network (SAN) services, security services, system administration, connectivity services, performance tuning, update installation and maintenance services related thereto, all as further described at: htt w.kronos.com roducts/workforce-cenal-cloud cloud- uidelines.as x "Customer", refers to the City of San Rafael. "Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the Kronos Private Cloud. "Initial Term" means the initial term of the Cloud Services as indicated on the Order Form. "Monthly Services Fee(s)" means the monthly fees described in the applicable Order Form. "Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be provided by Kronos, including without limitation the prices and fees to be paid by Customer. "Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation. "Production Environment" means a permanent environment established for the daily use and maintenance of the Applications in a live environment throughout the Term. "Renewal Term" means one year, or such other renewal term of the Services as indicated on the Order Form. "SLA(s)" means a service level agreement offered by Kronos for the Production Environment and attached to this Addendum as Exhibit A which contains key service level standards and commitments that apply to the Kronos Private Cloud. °SLA Credit" means the credit calculated in accordance with the SLA and offered by Kronos in the event of outages or interruptions in the delivery of the Cloud Services that result in a failure to meet the terms of the applicable SLA. "Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are incorporated into or otherwise related to the Cloud Services. "Temporary Environment" means a transient database environment created to serve limited purposes for a limited time period, and identified on the applicable Order Form as a Temporary Environment. "Term" means the Initial Term and any Renewal Terms. KJ 083016 2. CLOUD SERVICES AND TERM 2.1 During the Term, Kronos will provide the Cloud Services for the Applications. Unless the Order Form indicates that the Applications are to be implemented in a Temporary Environment, the Applications will be deemed to be implemented in a Production Environment. 2.2 The Cloud Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for additional Renewal Terms until either party provides notice of its intent not to renew at least sixty (60) days prior to the expiration of the then -current Term. 2.3 Kronos may suspend or terminate the Cloud Services upon notice in the event of any breach by Customer of this Addendum if such breach is not cured within thirty (30) days of the date of Kronos' written notice. No interruption shall be deemed to have occurred during, and no credits shall be owed for, any authorized suspension of the Cloud Services. 2.4 Customer may terminate the Cloud Services by written notice at any time during the term of the Addendum if Kronos materially breaches any provision of this Addendum, and such default is not cured within thirty (30) days after receipt of written notice from Customer. In the event of such termination by Customer, Customer shall pay Kronos within thirty (30) days all fees then due and owing for the Cloud Services prior to the date of termination. 2.5 Customer may terminate the Cloud Services for convenience on no less than ninety (90) days prior written notice to Kronos. In the event of termination of the Cloud Services by Customer for convenience or by Kronos for cause during the Initial Term, Customer will pay to Kronos any out of pocket expenses incurred by Kronos in terminating the Cloud Services plus an early termination fee based on the following calculation: one (1) month of the then -current Monthly Services Fees for every twelve (12) month period (or portion thereof) remaining in the Initial Term. By way of example only, if Customer terminates the Cloud Services for convenience with fifteen (15) months remaining in the Initial Term, Customer will be responsible to pay Kronos two (2) months of the then -current Monthly Services Fees. 2.6 At no cost to Customer, Kronos shall upon (i) request by Customer at anytime and (ii) the cessation of the Cloud Services, promptly return to Customer, in the format and on the media in use as of the date of the request, Customer's Content. 2.7 In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, or files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion, within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other party. 3. CLOUD SERVICES, CUSTOMER DATA MANAGEMENT 3.1 Data Location Kronos shall provide its services to the Customer and its end users solely from data centers in the U.S. Storage of Customer Content at rest shall be located solely in data centers in the U.S. Kronos shall not allow its personnel or contractors to store Customer Content on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. Kronos shall permit its personnel and contractors to access Customer Content remotely only as required to provide technical support. Kronos may provide technical user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited in this contract. KJ 083016 2 3.2 Data Management in the event of termination and/or suspension of service 3.2.1 In the event of a termination of the Cloud Services, Kronos shall implement an orderly return of Customer Content in a mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of Customer Content. 3.2.2 During any period of service suspension Kronos shall not take any action to intentionally erase any Customer Content. 3.2.3 In the event of partial or total termination of the Cloud Services, Kronos shall not take any action to intentionally erase any Customer Content for a period of: (a) 15 days after the effective date of termination, if the termination is for convenience; or (b) 15 days after the effective date of termination, if the termination is for cause. After such period, Kronos shall have no obligation to maintain or provide any Customer Content and shall thereafter, unless legally prohibited, delete all Customer Content in its systems or otherwise in its possession or under its control. 3.2.4 The Customer shall be entitled to any post -termination assistance generally made available with respect to the Cloud Services, unless a unique data retrieval arrangement has been established as part of the Schedule. 3.2.5 Kronos shall securely dispose of all requested data in all of its forms, such as disk, CD/DVD, backup tape and paper, when requested by the Customer. Customer Content shall be permanently deleted and shall not be recoverable. Notice of destruction shall be provided to the Customer. 4. CLOUD SERVICES, FEES AND PAYMENT 4.1 In consideration of the delivery of the Cloud Services, Customer shall pay Kronos the Monthly Services Fee for such Cloud Services as defined in the applicable Order Form. This Monthly Services Fee shall begin to accrue on the Billing Start Date and will be invoiced on the "Billing Frequency" indicated on the Order Form. When billed annually in advance, Kronos will invoice Customer an amount equal to twelve (12) months of the Monthly Services Fees for the Cloud Services annually in advance for each year during the Term commencing on the Billing Start Date. 4.2 All fees payable for the Cloud Services shall be sent to the attention of Kronos as specified on the invoice. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days following date of invoice. Customer is responsible for all applicable federal, state, country, provincial or local taxes relating to the Services (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos' income or business privilege. 4.3 If any amount owing under this or any other agreement for Services is thirty (30) or more days overdue, Kronos may, without limiting Kronos' rights or remedies, suspend Cloud Services until such amounts are paid in full. Kronos will provide at least seven (7) days' prior written notice that Customer's account is overdue before suspending Cloud Services. 4.4 At the commencement of -each Renewal Term, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The increased Monthly Service Fees will be reflected in the invoice following the effective date of such increase without additional notice. Customer may be required to purchase additional Cloud Services to address increased infrastructure requirements for a new version of a particular Application as released by Kronos. Any additional Cloud Services will be set forth on an Order Form to be mutually agreed upon by Customer and Kronos. 5. AUTHORIZED USE Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Kronos Private Cloud, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Addendum or use the Cloud Services for any purpose other than Customer's internal business purposes on behalf of Customer's authorized business unit(s). 6. MAINTENANCE KJ 083016 3 Monthly Service Fees are in addition to the fees Customer pays for annual maintenance and support under the License Agreement. Customer must maintain the Software under an active maintenance plan with Kronos throughout the Term. If Kronos, its Suppliers, or the local access provider, as applicable, requires access to Customer sites in order to maintain or repair access to the Kronos Private Cloud, Customer shall cooperate in a timely manner and reasonably provide such access and assistance as necessary. 7. CUSTOMER REPRESENTATIONS AND WARRANTIES; CUSTOMER OBLIGATIONS 7.1 Customer represents and warrants to Kronos that it has the right to publish and disclose Customer's Content in the Kronos Private Cloud. 7.2 Customer represents and warrants to Kronos that Customer's Content will not: (a) infringe or violate any third -party right, including (but not limited to) intellectual property, privacy, or publicity rights; (b) be abusive, profane, or offensive to a reasonable person; or (c) be hateful or threatening. 7.3 Customer shall not, and shall not permit any person or entity under Customer's direct or indirect control to: (a) recirculate, republish, distribute or otherwise provide unauthorized access to the Kronos Private Cloud to any third party; (b) use the Kronos Private Cloud on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (c) alter, enhance or make derivative works of the Kronos Private Cloud or Cloud Services; (d) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Cloud Services or any software components of the Cloud Services; (e) use, or allow the use of, the Kronos Private Cloud in contravention of any applicable law, or rules or regulations of regulatory or administrative organizations; (f) introduce into the Kronos Private Cloud any virus or other code or routine intended to disrupt or damage the Kronos Private Cloud, alter, damage, delete, retrieve or record information about the Kronos Private Cloud, Cloud Services or its users; (g) excessively overload the Kronos Private Cloud; (h) perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (g) otherwise act in a fraudulent, malicious or negligent manner when using the Kronos Private Cloud. 8. CONNECTIVITY AND ACCESS 8.1 Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Kronos Private Cloud (including any and all related hardware, software, third party services and related equipment and components required for access); and (b) provide Kronos and Kronos' representatives with physical or remote access to Customer's computer and network environment as mutually agreed upon may be reasonably necessary in order for Kronos to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations under the Agreement. 9. INDEMNIFICATION 9.1 Customer shall defend Kronos, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the "Kronos Indemnified Parties") harmless, from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a "Claim") alleging that: (a) employment-related claims arising out of Customer's configuration of the Cloud Services; (b) Customer's modification or combination of the Cloud Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. Kronos will cooperate fully at Customer's expense with Customer in the defense, settlement or compromise of any such action. Customer will indemnify and hold KJ 083016 4 harmless the Kronos Indemnified Parties against any liabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees) actually awarded to a third party as a result of such Claims by a court of applicable jurisdiction or as a result of Customer's settlement of such a Claim. 9.2 The Kronos Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice, the purported indemnifying party shall be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the indemnifying party's rights above. 10. SERVICE LEVEL AGREEMENT Kronos shall provide the service levels and associated credits, when applicable, in accordance with the Service Level Agreement attached hereto as Exhibit A and which is hereby incorporated herein by reference. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE OR INTERRUPTION OF THE SERVICES OR FAILURE BY KRONOS TO MEET THE TERMS OF THE APPLICABLE SERVICE LEVEL AGREEMENT, SHALL BE THE REMEDIES PROVIDED IN EXHIBIT A. 11. LIMITATION OF LIABILITY IN ADDITION TO THE LIMITATIONS SET FORTH IN THE LICENSE AGREEMENT, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY AND SERVICE CREDITS, INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL CLOUD SERVICES (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR. 12. DATA SECURITY 12.1 As part of the Cloud Services, Kronos shall provide those administrative, physical, and technical afeguards for protection of the security, confidentiality and integrity of Customer Content as described at: www.kronos.com/aroductS workforce-central-cloud/cloud-uuidel ines.as ,x. 12. 1.1 Such security measures shall be in accordance with recognized industry practice and not less stringent than the measures Kronos applies to its own personal data and non-public data of similar kind. 12.1.2 All Customer Content obtained by Kronos in the performance of this contract shall become and remain property of the Customer. 12.1.3 All Customer Content shall be encrypted in transit with controlled access. Unless otherwise stipulated, Kronos is responsible for encryption of such Customer Content. 12.1.4 At no time shall any Customer Content — that either belong to or are intended for the use of the Customer or its officers, agents or employees — be copied, disclosed or retained by Kronos or any party related to Kronos for subsequent use in any transaction that does not include the Customer. 12.1.5 Kronos shall not use any information collected in connection with the service issued from this contract for any purpose other than fulfilling the service. 12.1.6 Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security -related safeguard as just one tool to be used as part of Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties under the Agreement. KJ 083016 12.2 Security Incident or Data Breach Notification 12.2.1 Kronos shall inform the Customer of any security incident or data breach affecting Customer. 12.2.2 Incident Response: Kronos may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as defined by law or contained in the contract. Discussing security incidents with the Customer should be handled on an urgent as -needed basis, as part of service provider communication and mitigation processes defined by law or contained in the contract. 12.2.3 Security Incident Reporting Requirements: Kronos shall report a security incident to the appropriate Customer contact within 24 hours of confirmation. 12.2.4 Breach Reporting Requirements: If Kronos has actual knowledge of a confirmed data breach that affects the security of any Customer content that is subject to applicable data breach notification law, Kronos shall (1) promptly notify the appropriate Customer identified contact within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner. 12.3 Breach Responsibilities This section only applies when a data breach occurs with respect to Personally Identifiable Data of Customer within the possession or control of Kronos. 12.3.1 Kronos, unless stipulated otherwise, shall notify the appropriate Customer identified contact by telephone within 24 hours in accordance with the Kronos Incident Response Plan if it confirms there has been a security incident. 12.3.2 Kronos, unless stipulated otherwise, shall promptly notify the appropriate Customer identified contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there has been a data breach. Kronos shall (1) reasonably cooperate with the Customer as reasonably requested by the Customer to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post -incident review of events and actions taken to make changes in business practices in providing the services, if necessary. 12.3.3 Unless otherwise stipulated, if a data breach is a direct result of Kronos' breach of its contract obligation to encrypt Personally Identifiable Data or otherwise prevent its release, and subject to the Limitation of Liability set forth in the License Agreement, Kronos shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by state law; (3) a credit monitoring service required by state (or federal) law; (4) a website or a toll-free number and call center for affected individuals required by state law — all not to exceed the average per record per person cost calculated for data breaches in the United States (currently $201 per record/ person) in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute34 at the time of the data breach; and (5) complete all corrective actions as reasonably determined by service provider based on root cause. 12.4 Data Ownership The Customer will own all right, title and interest in the Customer Content and other data that is related to the services provided by this contract. Kronos shall not access Customer user accounts or Customer Content, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this contract, or (4) at the Customer's written request. As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data supplied to Kronos is accurate. Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos' Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for Kronos to carry out Kronos' duties and responsibilities under the Agreement or as required by law. 12.5 Prior to initiation of the Cloud Services and on an ongoing basis thereafter, Customer agrees to KJ 083016 6 provide notice to Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's industry and which could be imposed on Kronos as a result of provision of the Cloud Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable Data by Kronos or Kronos' Supplier's data center is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations. Effective Date: 71� ?��� , CUSTOMER:. SAN RAF4EL FIRE BY: NAME: JI S HUTZ TITLE: CITY MANAGER KRONOS: BY: --f nf/r --f NAME: TITLE: 660701 tL:l. Rf prvveA 45 is &-A BY: (,C NAME: TITLE: �i~ (Jrr rMCI KJ 083016 Kathryn Pan A—ime Manager D -ns, Opernt Sep 23 2016 4 03 PM EXHIBIT A SERVICE LEVEL AGREEMENT (SLA) Service Level Agreement: The Cloud Services are provided with the service levels described in this Exhibit A. SLAs are only applicable to Production Environments. SLAs will be available upon Customer's signature of Kronos' Go Live Acceptance Form for Customer's Production Environment. 99.75% Application Availability Actual Application Availability % — (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly Minutes (MM), but not including Excluded Events Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer's Production Environment and end when Kronos has restored availability of the Applications. Failure to meet the 99.75% Application Availability SLA, other than for reasons due to an Excluded Event, will entitle Customer to a credit as follows: Actual Application Availability % Service Credit to be applied for (as measured in a calendar the affected month month) <99.75% to 98.75% 10% <98.75% to 98.25% 15% <98.25% to 97.75% 25% <97.75 to 96.75% 35% <96.75 50% "Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the Applications for reasons other than an Excluded Event. "Excluded Event" means any event that results in an Outage and is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, including without limitation Customer Content, failures or malfunctions resulting from circuits provided by Customer, any inconsistencies or changes in Customer's source environment, including either intentional or accidental connections or disconnections to the environment; (c) Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation provided during the Maintenance Period defined below; (e) any suspension of the Services in accordance with the terms of the Agreement to which this Exhibit A is attached; (f) the unavailability of required Customer personnel, including as a result of failure to provide Kronos with accurate, current contact information; or (g) using an Application in a manner inconsistent with the product documentation for such Application. "Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Applications, when necessary. During these Maintenance Periods, the Applications are available to Kronos to perform periodic maintenance services, which include vital software updates. Kronos will use its commercially reasonable efforts during the Maintenance Period to make the Applications available to Customer; however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer contact at least one day in advance of any known downtime so planning can be facilitated by Customer. KJ 083016 Currently scheduled Maintenance Periods for the Cloud Services are: Monday through Friday 04:00 am — 06:00 am (U.S. eastern time) Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern time) Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos. "Monthly Minutes (MM)" means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month. "Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Applications are unavailable as the result of an Outage. Limitations: Service Credits will not be provided if: (a) Customer is in breach or default under the Agreement at the time the Outage occurred; or (b) the Outage results from an Excluded Event. If Kronos does not provide the appropriate Service Credit as due hereunder, Customer must request the Service Credit within sixty (60) calendar days of the conclusion of the month in which the Service Credit accrues. Customer waives any right to Service Credits not requested within this time period. All performance calculations and applicable Service Credits are based on Kronos records and data unless Customer can provide Kronos with clear and convincing evidence to the contrary. The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of doubt, Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating Service Credits. Customer acknowledges that Kronos manages its network traffic in part on the basis of Customer's utilization of the Applications and that changes in such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Applications than what is contracted with Kronos and such change creates a material and adverse impact on the traffic balance of the Kronos network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to resolve the issue. KJ 083016 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Danielle Ferrigno Extension: 3138 1 Contractor Name: Telestafff Cloud Contractor's Contact: Correia, Robert Contact Email: ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor. 7/5/2016 b. Email contract (in Word) with attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org. 2 City Attorney a. Review, revise, and comment on draft 8/25/2016 ® LAG agreement. b. Confirm insurance requirements, create Job on VIA- 3 /J� ❑ PINS, send PINS insurance notice to contractor. �I/ 3 Project Manager Forward at least two originals of final agreement to Click here to contractor for their signature. enter a date 4 Project Manager When necessary, * contractor -signed agreement agendized for Council approval. Date of Council approval: Click here to *PSA > $20,000; or Purchase > $35,000; or enter a date. Public Works Contract > $125,000 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City DF Attorney with printed copy of this routing form. 9/26/16 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS and , and , / bonds (for Public Works Contracts) IA - 8 City Manager/ Mayor Agreement executed by Council authorized official 9 Cit Clerk Attest signatures, retains original agreement and J forwards copies to Project Manager. �I �.� (b Ar