HomeMy WebLinkAboutresolution.council.024-10RESOLUTION # a~
(Series of 2010)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND KRONOS INCORPORATED SETTING FORTH
THE TERMS AND CONDITIONS REGARDING ELECTRONIC
TIMEKEEPING AND SCHEDULING SOFTWARE INCLUDING
APPROPRIATE HARDWARE AND AUTHORIZING THE CITY MANAGER
TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a contract
between the City of Aspen, Colorado, and Kronos Incorporated, a copy of which
contract is annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City of Aspen hereby approves that contract
between the City of Aspen, Colorado, and Kronos Incorporated regarding
electronic timekeeping and scheduling software including appropriate hardware
for the city of Aspen, a copy of which is annexed hereto and incorporated herein,
and does hereby authorize the City Manager of the City of Aspen to execute said
contract on behalf of the City of Aspen.
Dated: ~3. ZOO
~'' 3 -~S /a
Michael C. reland, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held March 22, 2010.
~~
Kat S. Koch, City Clerk
~~ KRONOS®
ORDER FORM DETAIL
Quote#: 206304 - t Order Type: Standard US
Expires: 03-APR-2010 Date: 12-MAR-2010
Prepared By: Chapin, Christopher David Page: 1/2
Bill To: Attn:DON TAYLOR Ship To: Attn:DON TAYLOR
CITY OF ASPEN CITY OF ASPEN
130 S GALENA ST 130 S GALENA ST
ASPEN ASPEN
CO 81611 CO 81611
United States United States
Solution ID: 6094654 Contact: Don Taylor
Email: Don.Taylor@ci.aspen.co.us
Payment Terms: N30 FOB: Shipping Point
Currency: USD Ship Method:
Customer PO Number: Freight Term: Prepay & Add
Order Notes:
This is an Essentials Deal.
Maintenance is Prorated through December 31, 2010 to conincide with the City of Aspen's Fiscal Year Budget.
Vour Kronos solution includes:
SOFTWARE
..
WORKFORCE TIMEKEEPER V6 500 $6,156.00
WORKFORCE MANAGER V6 65 $6,224.00
WORKFORCE ACCRUALS V6 500 $2,394.00
WORKFORCE EMPLOYEE V6 500 $4,189.00
WORKFORCE INTEGRATION MANAGER V6 500 $3,277.00
Total Price $22,240.00
`Includes applicable software media
EQUIPMENT
SUPPORT SERVICES
Kronos ~ Time &Attendance Scheduling Absence Management HR & Payroll Hiring LaborAnalytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.kronos.com
`Support values listed above are total for all applicable products in each section of this Order Form
~~ KRONOS`
QUOTE SUMMARY
~.
iubtotal $71,331.6
)eposit ($0.00
"ax $O.Oi
CITY OF ASPEN Kronos Incorporated
Signature: Signature: •
Name: Name:
Title: Title: ~! ~
Effective Date: Effective Date:
Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise
indicated above, this order is subject fo 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`7 Enterprise Middleware components embedded in the Software are subject to the
End User License Agreement found at httpl/www.redhat.coMlicenses/jboss_eula.html.Shipping and handling charges will be reflected on the final invoice.
Kronos ~ Time &Attendance Scheduling Absence Management HR & Payroll Hiring LaborAnalytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.kronos.com
quote#: 206304 - 1 Page: 2/2
PROFESSIONAL SERVICES /EDUCATIONAL SERVICES
Kronor Incorporated
297 Billerica Rosd
Chelmsford, MA 01824
Phone: (978)250-9800
Page: l / 6
KRONOS SALES, SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR-102509
City of Aspen (" Customer') and Kronoe Incorpornted ("Krono9') agree that the terms and wnditions set forth N this Agreement shall apply to all Kronor Equipment, Software,
Professional and Educational Services, Support, and such other Kronor offerings, az pecified on m order form (an °(hder Form') signed by the parties which expressly
references this Agreement (or is signed contemporaneously hereto). For purposes of this Agreement, the term "Clrstomer" shall include Customer's parent company az well
as Customer's wholly owned subsidiaries, if any.
Kronor and Customer hereby agree [hat the terms and conditions of this Agreement apply to any Order Form executed by Kronor 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 terminate this Agreement upon thirty (30) days prior written notice to the other party, provided however [hat any Order Form signed by the
parties prior to the effective date of such termination shall remain in effect unless otherwise specifically terminated m accordance with the terms of this Agreement.
Kronor may require additional [erns and conditions for the sale or license of products or services mot contemplated bythis Agreement (including without limira[ion those
that may be related to intemadonal services) provided that no such additional terms and conditions shall be binding upon Customer without Customer's prior written
consent. Notwithstanding, Kronor 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 Kronor' corporate office in Chelmsford, Massachusetts. This Agmement and the Order Form shall supersede the pro
printed terms of any Cusmmer purchaze order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items ordered.
1. PAYMENT AND DELIVERY
Unless otherwise set forth in this Agmement, laymen[ 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 Focm ("Delivery"). Kronor will invoice Customer for products upon Delivery. Unless
otherwise set forth on the Order Fortm, Professional and Educational Services are providedon a time and materials basis, invoiced monthly as rendered Clrstomer 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 Kronor, exclusive of taxes based on net income. Customer agrees to pay a late charge of one percent (I %) per month, (but not in excess of
the rate allowed bylaw), 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, incuredby Kronor for collection.
2. GENERALLICENSETERMS
Kronor owns or has the right [o license the Software. The Software and So ttware documentation are confidential and may not be disclosed [o a third pmTy without Kronor'
written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United Smtes
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 foM below. Kronor
grants to Customer a nonexclusive, nonuansfemble, perpetual (except as provided herein) license to use [he Software. This license may be terninated by Kronor 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 ftom
Kronor. Upon such [emdnation of this license by Kronor, Customer will have no further right to use the Software and will reran the Software media to Kronor and destroy all
copies of the Software (and related documentation) in Customer's possession or mnttol. This license is subject to all of the terns 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 se[ forth
on the Order Fonn, may include the number of employees, simultaneous or active users, Software product modules, Software features, computer model and serial number,
and/or the number of telephone lines or terminals to which the Software is permitted to be connected. Cusmmer agrees to: i) use the Software only for the number of
employees, simultaneous or active users, computer model and serial number, and/or terminals permitted by the applicable license fee; ii) use only the product modules
and/or feamres permitted by the applicable license fees; and iii) use [he Software only m support of Customer's awn business. Customer agrees not m increase the number
of employees, simultaneous or active users, terminals, products modules, feaNres, or to upgrade [he model, as applicable, unless and until Customer pays the applicable
fee for such increase/upgrnde. Customer may not relicense or sublicense the Software to, or otherwise permit use of the Sofhrare (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
Kronor.
4. OBJECT CODE ONLY
Customer may use the computer programs included m the Softvare (the "Programs') in object code form only, and shall no[ reverse compile, disassemble or otherwise convert
[he Programs into uncompiled or unassembled code.
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 (which must be purchased 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 andproprietary rights notices contained in the Programs as delivered [o [he Customer.
6. UPDATES
In the event that Kronor supplies Service Packe, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referedto 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 az modified thereby.
7. E7~ORT
Customer acknowledges that the Software maybe restricted by the United States Government from export to certain countries and certain organizations and individuals,
and agrees [o comply with such laws Customer agrees [o comply with all applicable laws of all of the countries m which the Software maybe used by Cusmmer and shall
indemnify Kronor fur any noncompliance which results in damages or liability for Kronor. Customer's obligations hereunder shall survive the termination or expiration
of this Agreement Customer must obtain Kronor' prior written consent before exporting the Software.
Kronor Incorporated
297 Billerica Road
Chelmsford, MA O1g24 Page: 2 / 6
Phoae: (97g)250-9800
8. FIRMWARE
Customer may not download famware updates for the Kronor Equipment unless Customer is maintaining such Equipment under a support plan with Kronor. Kronor shall
have the right to audit Customer's Kronor Equipment fo determine if Customer has downloaded any firmware to which Customer is no[ entitled. If such audit reveals that
Customer has downloaded firmware for the Kronor Equipment to which Customer is not entitled, Customer shall be responsible to pay Kronor for such updated fumware
at Kronor' then-current per event charge for such fumware.
9. TRAINING POINTS
Customer agrees to purchase dre quantity of Kronor "paining points" indicated on the Order Fortn at the rote quoted (the "Training Points"). PurchasedTmining Points
may be redeemed for an equivalent value of instructor-ledtrapdng sessions offered by Kronor. Available instructor-led sessions are Gsted athtto'~cusmmerlWnos.com and
each session has the Training Points value indicated. Tmining Points may be redeemed at any time within l2 months of the date of [he applicable Order Form, at which time
they shall expire. Training Points may not be exchanged for other Kronor products and/or services. Kronor will invoice Customer for the Tmining Points identified m the
Order Form upon execution of such Order Form with payment due upon the paymentterms indicated in such Order Fonn.
l0. ACCEPTANCE
For Customer's initial purchase of each Equipment and Software product Kronor 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.) implementapon team
paining if any, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the Kronor published electronic documenaton,
("Specifications").
The Test Period shall be for 30 days. If Customer has not given Kronor a written deficiency statement specifying how the Equipment or Software fails to meet the
Specifications ("Deficiency Statement") within the Tes[ Period, the Equipment and Software shall be deemed accepted If Customer provides a Deficiency Statement within
the Test Period, Kronor shall have 30 days to correct the d'ficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the
Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or Kronor may terminate this Agreement. Upon any such
termination, Customer shall return all Equipment and Software (and related documentation) to Kronor, and Kronor shall refund any monies paid by Customer to Kronor
for fie remmed Equipment and Software. Neither parry shall then have any further liability to the other for the products that were the subject of the Acceptance Teat.
11. LIMITED WARRANTY
Kronor warrants that all Kronor Equipmrnt and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from Delivery. In the
event of a breach of this wartanty, Customer's exclusive remedy shall be Kronor' repair or replacement of dte deficient Equipment and/or Software media, at Kronor'
oppon, provided that Customer's use, installation and maintenarce [hereof have conformed m the Specifications. This warranty is extended to Customer only and shall not
apply to any Equipment (or parts thereof) or Software media in the event of.
(a) damage, defects or malfunctions resulting from misuse, accident, neglerx, tampering, (including modification or replacement of any Kronor 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 sueable installation environment, as specified in [he Specifications; or
(c) malfunctions resulting from the use of badges or supplies not approved by Kronor.
12. INDEMNIFICATION
Kronor agrees to indemnify Customer and [o hold i[ 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 Customer's use of the Software as delivered and
maintained by Kronor, provided that. i) Kronor is given prompt written notice of any such claim and has sole conpol over the investigation, preparation, defense and
settlement of such claim; and, ii) Customer reasonably cooperates with Kronor in connectbn with [he foregoing and provides Kromos with all information in Customer's
possession related to such claim and any further assistance as reasonably requested by Kronor. Kronor will have no obligation to indemnify Customer to the extent any
such claim is based on the use of the Software with software or equipment not supplied by Kronor. Should any or all of [he Software as delivered and maintained by
Kronor become, or in Kronor' reasonable opinion be likely to become, the subject of any such claim, Kronor may at its option: i) procure for Customer the right [o
continue to use the affected Software 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 [he affected Software upon thirty (30) days prior written notice to Customer. ti such evwt of
termination, Customer shall be entitled to a pro-mta refund of all fees paid to Kronor for the affected Software, which refund shall be calculated using a five yeaz stmight-
line depreciation commencing with the date of the relevant Order. Additionally, Kronor ogees to be liable for mngible properly damage or personal injury caused solely
by the negligence or willful misconduct of its employees.
13. PROFFESSIONAL AND EDUCATIONAL SERVICES
(a) TRAVEL EXPENSES
Customer agrees to reimburse Kronor for all reasonable and necessary Navel incurted by Kronor in the performance of any professional and/or educational services,
provided that such travel complies with the then current KronosTravel and Expense Policies. Customer further agrees to pay any tmvel expenses such as airfare, lodging
meals and local transportatioq plus an adminishative fee often percent (l0%) of the amount of such travel expenses, insured by Kronor to deliver purchased professional
services and/or educational services in accordance with the Kronor Travel and Expense Policies. Cusromer will be billed by Kronor 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 a[ the rates
set forth in the Order Form. IC 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 Kronor' resource scheduling purposes. After the dollar limit is expended, Kronor will continue to provide Pofessional 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.
Kronor Incorporated
297 Billerica Road
Chelmsford, MA 01824 Page: 3 / 6
Phooe: (978)250-9800
(c) WARRANTY
Kronor warrants that all professional and educational services performed under this Agreement shall be performed in a professional and competent manner. In the event that
Kronor breaches this warranty, and Customer so notifies Kronor within 30 days ofreceipt of invoice for the applicable services, the Customer's sole remedy and Kronor'
exclusive liability shall be to reperfortn the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost m Customer.
(d) ICRONOS PROEESSIONAL/EDUCATIONAL SERVICES POLICIES
Kronor'then <mren[ ProfessionaVEducational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW and maybe
accessed at: htm~//www kronor con/Suooort/ProfessionalServicesEneaeementPolicies.htm ("Professional Services Policies"). In the event of a conflict between the
Professional Services Policies and this Agreement, the terms of this Agreement shall prevail.
l4. SOFTWARE SUPPORT SERVICES
(a) SUPPORT OPTIONS
Customer may select Rom 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 specrfied herein ("Service Offerings") and in the Kronor Support Service Pohcies (defined below).
Customer must purchase the same Service Type for all of the Software specified on the Order Fore, (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
suppor services fa Equipment in accordance with the terms and conditions of Kronor' standard Equipment Suppor Services Agreement a copy of which is available
upon request and is located at htmc9www.kronor.con/LeeaVEouiomentSurroortAer.asox.
(b) EXTENDED SUPPORT PROGRAM (DELL SERVERS)
Customers purchasing the Extended Support Program (as indicated on the Order Fonn) for their Dell servers purchased from Kroros shall receive a specialized, bundled
set of Kronor Support Services. Because of the specialized nature of these services, the terms and conditions located at
htm://www.kronor.con/Leeal/SuoolementalTenns.asox shall supersede the provisions ofthis Agreement for the Extended Support Program.
(c) TERM OF SOFTWARE SUPPORT
Unless otherwise indicated on the Order Fonn, stpport 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 anniv ersary date of its commencement date, unless either party notifies the other in writingthirty
(30) 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 Kronor with thirty (30) days advance written notice to Customer. For the initial two (2) renewal years t he annual support fee, for the same products
and service type, will not increase by mare 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 Sofwaze for which Kronor charges a separate license fee), provided that Customer's operating system and equipment
meet minimum system configuration requirements, as reasonably de[ernined by Kronor. If Customer requests Kronor to install such Updates or to provide retraining
Customer agrees to pay Kronor for such installation or retraining at Kronor' theo-curzent time and materials rate.
(ii) Telephone and/or elearonic access ro the Kronor Global Support Center for the logging of requests for service during the Service Coverage Period. The Service
Coverage Period for the Gold Service Offering is 8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding Kronosholidays.
(iii) Web-based support including access [o Software documentation, FAQ's, access to Kronor knowledge base, Customer fonuns, and a-case management. Such
offerings are subject [o modification by Kronor. C7rrzent offerings can be found a[ htmd/www.kronor.con/services/sunoort-services.asox .
(iv) Web-based remote diagnostic technical assistance which may be utilized by Kronor to resolve Software functional problems and user problems during [he Service
Coverage Period.
(v) Access to specialized content as and when made available by Kronor such as technical adviso[ies, leaning quick tips, brawn Lag seminars, technical insider tips,
SHRM e-Leaning, HR Payroll Ansverforce and service case sNdies.
(e) PLATWUM 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, Kronor Technical Account Manager ("TAM'S 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 purdrasing the
Platinum-Plus option shall designate up to two primary and three secondary backup Technical Conmcts. Upon request, Customer may designate additional and/or backrp
Technical Com[ac[s. Customer is required to place all primary Technical Contacts through Kronor product training for [he Software covered under this Agreement a[
Customer's expense.
Customers purchasing [he Platinum-Plus option shall also receive a one day per year visit to be performed a[ the Customer location where the Software is installed. During
this onsite visit, Kromos 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.
Krooos locorporated
297 Billerica Road
Chelmsford, 111A Olffi4 Page: 4 / 6
Phone: (978)250-9500
(f) PAYMENT
Customer shall pay annual support charges for the initial term in accordance with the payment terms on the Order Foan and for any renewal term upon receipt of invoice.
Customer shall pay additional support chazges, 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 ffi the same support option as the then Gwent Software
support coverage in place under these terms. Customer agrees m pay the charges for such addition, and any such addition shat l be automatically renewed as provided in these
terms.
(h) RESPONSIBILITIES OF CUSTOMER
Customer agrees O to provide Kronor personnel with full, free and safe access to Software for purposes of support, including use of Kronor' sandard remote ao:ess
technology, if required; (i) to maintain and operate the Software in an environm®t and according to procedures which conform to the Specifications; and (iii not to allow
support of the Software by anyone other than Kronor without prior written authorization from Kronor. Failure to utilize Kronor' remote access technology may delay
Kronor' response and/or resolution to Customer's reported Software problem. If Customer requires the use of a specific remote access technology notspecifiedby Kronor,
then Customer must purchase the Plus option to receive support and provide Kronor personnel with full, free and safe access to the remote access hardware and/or
software.
(i) DEFAULT
Customer shall have the right to terminate Kronor support services in the event that Kronor is in breach of the support servces wartanty 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, Kronor shall refund mCustomer on apro-rata
basis those prepaid annual support fees associated with the unused portion of the support term. Kronor reserves the right m tertninale or suspend support service in the event
the Cusmmer is m default under this Agreement with Kronor and such default is no[ corrected within fifteen (l5) days after written notice. )n addition, the support services will
terminate and all charges due hereunder will become immediately due and payable in [he event that Customer ceases to do business as a going concern or has its assets
assigned by law.
(j) WARRANTY
Kronor wartants that all support services shall be performed in a professional and competent manner.
(k) KRONOS SUPPORT SERVICE POLICES
Kronor' then-curtent Support Services Policies shall apply to all Support Services purchased and may be accessed at
httn'// M1v kronor m/S NSuooortServicesPohcies htm ("Support Policies'. In the event of a wnflic[ between the Support Policies and this Agreement, the terms of
[his Agreement shall prevail.
I5. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:
The parties hereby agree that the following terms shall apply to Customer's purchase of the Kronor KnowledgePass Education Subscription only, if specified on the Order
Form: t
(a) Scope: The KnowledgePass Education Subscription is only available to customers who are licensing Kronor' Workforce Crntral Software products and who are At
maintaining such products order a support plan with Kronor. The KnowledgePass Education Subscription provides access viathe intemet to certain educational offerings
provided by Kronor (the "KnowledgePass Contenf~, including:
i. Hands-0n Guided Practices ;
ii. Tutorials;
iii. Concept movies;
iv. Job Aids in *pdfform;
v. Tmining Kits (downloadable zip files of modifiable learning content);
vi. Information Webinars; and
vii. Train-the-Trainer Resource Center (which is only available to customers who purchase one of Kronor' Train -the Trainer Programs) which includes:
Instmctor Guide
Student Guide
Job Aids
Database files
The content of these offerings are subject to change by Kronor without notice.
(b) Tertn of Subscription: The KnowledgePass Education Subscription shall run cotemtinously with Customer's Software Support, and shall renew for additional one (1) 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 Subscriptpn in accordance with the payment lemur on
the Order Form. Kronor will send Customer a renewal invoice for renewal of the KnowledgePass Education Subscription at leas[ forty five (45) days prior to expiration of the
then Goren[ term. KnowledgePass Education Subscription shall renew for an additional one (l) year term if Customer pays such invoice before the end of the initial term or
any renewal terror.
(d) Limitations: Customer recognizes and agrees that the KnowledgePass Con[en[ is copyrighted by Kronor Customer is pertnitt~ to make copies of the KnowledgePass
Contrnt provided in *pdf form solely for Customer's internal use and may not disclose such KnowledgePass Comen[ [o any third party other than Customer's employees.
Customer may not ediS modify, revise, amend, change, alter, customize or vary the KnowledgePass Convent withod the written consent of Kronor, provided that
Customer may download and modify contents of Training Kits solely for Customer's in[emal use.
14omos Incorporated
297 Billerica Raad
Chelmsford, MA 01924
Phone: (978)250-9900
Page: 5 / 6
(e) Trainlhe-Trainer Program (TTT): Certification under the Trainthe-Trainer Program is valid only for the point release of the Software for which the TTT Progrun is
taken, and covers only the Clrstomer employee who completes [he TTT Progrun.
l6. CONIFIDENTL4I- INFORMATION
"Confidential hdormafion" is defined as information that is: i) disclosed between the puties after the date of this Agreement that is considered confidential or proprietary to the
disclosing party: and ii) identified as "confidential" at the time of disclosure, or would be reasonably obvious m the receiving party to constitute confidential information
because of legends or other markings, by the circumstances of disclosure or the nature of the infornafion itself. Additionally, the [eons, conditions and pricing contained in
this Agreement and the Order Form, the Software (and Software documentation), and the Specifications shall be deemed m be Kronor' Confidential Information. Each
party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable stmdard of care,
which such party utilizes for its own informadon of similar character that it does not wish disclosed to [he public. Neither party shall disclose to third parties (except the
parent company or the wholly owned subsidiaries of the disclosing party who have a need to know) the other party's Confidential Informafioq or use it for any purpose
not explicitly set forth herein, without the prior written consent of the 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 [o the other party's Confidential Information which the receiving party can estabhsh 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 (mown to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having We right to disclose it without
an obligation with respect to co~dentiality; (d) is independently developed by the receiving party without use of the disclosing party's confidental informatioq which can
be shown by tmgible evidence; or (e) was required W be disclosed by applicable law; provided that the receiving party notifies the disclosing party of such requirement prior to
disclosure, and provided further that the receiving party makes diligent efforts to limit disclosure.
17. MARKETING ACTIVITIES
Customer agrees that Kronor may use Customer's nazue as part of Kronor' published customer lists. Upon Kronor' request, Customer will participate in mutually
beneficial marketing and public relations activities with Kronor. All content shall be subject to the prior review and approval of Customer, such approval not to be
uureasonably withheld.
l8. 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' BJDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENTC, 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 BS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY
LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISQJG OUT OF THIS
AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURMSHING, FUNCTIONING OR
CUSTOMER'S SPECIFIC USE OF, OR INABII,fIY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT.
19. GENERAL
(a) This Agreement shall be governed by Colorado law. The parties waive the application of [he Uni:ed Nations Commission on Intemafional 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 [he validity of any odter 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 Kronor and any purported assignment, without such
consent, shall be void.
(d) Neither party shall be liable for failures or delays in performance due [o causes beyond its reasonable control, including war, strikes, lockouts, foe, Flood, storm or
other acts of God. Both parties agree to use their best efforts to minimize [he effects of such failures or delays.
(e) All notices given under this Agreement shall be in writing and sent postage pre-paid, if to Kronor, to the Kronor address on the Order Form, or if [o Customer, to the
billing address on the Order Forn.
(Q No actioq regardless of form, maybe 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 constimte a valid and enforceable agreement.
(i) This Agreement and any infomration expressly incorporated herein (including information wntained m any referenced URL), mge[her with the applicable Order Fortn,
constimte the entire agreement between the parties for [he 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 [his Agreement This Agreement may be amended mly in writing signed by authorized
representatives of both parties Customer understands and acknowledges that while Kronor may disclose to customers certain confidential information regarding general
product development directioq potential furore products and/or product enhancements under consideration, Customer is not entitled to any products or product
enhancements other than those contained on the Order Fortn. Customer has no[ relied on the availability of any future version of the Software or Equipment identified on an
Order Fotm, nor any other (umre product in executing this Agreement.
(j) Use, duplicatioq or disclosure by the United States Government is subject to restrictions as set forth in subpamgmph (c) (l) (i) of the Rights N Technical Data and
Computer Software clause at DFARS 252.227-7013, or subpamgreph (cx I)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as
applicable. Manufacturer/distributor is Kronor [ncorpomted, 297 Billerica Road, Chelmsford, MA.
20. COVENANT AGAINST CONTINGENT FEES
Kronor hereby wartants that it has no[ employed or retained any company or persoq other than a bona fide employee working for Kronor, to solicit or secure this contract, tttat
Kronor has not paid or agreed to pay any company or persoq other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration
contingent upon or resulting from the award or making of this Agreement.
2l. ILLEGAL ALIENS
(a) Wmose. During the 2006 Colorado legislative session, the Legislature passed House Bills OG1343 (subsequently amended by HB 07-1073) and 06-1023 that added
new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the
Customer, from knowingly hiring an illegal alien [o perfomr work under a contract, or to knowingly contract with a subcontractor who knowingly hires with an illegal
ICronos locorporated
297 Billerica Road
Chelmsford, MA 01824 Page: 6 / 6
Phone: (978)2509800
alien to perform work under the contract. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The
following terms and conditions have been designed [o comply with the requrements of this new law.
(b) Definitions The following [emus are defined N the new law and by this reference are incorporated herein and ta any contract for services entered into with the
Customer.
"Basic Pilo[ Program" means the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156,
108th Congress, as amended, that is administered by the United Slates Department of Homeland Security.
"Public Contract for Services" means this Agreement.
"Services" means the famishing of laboy time, or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that are
merely incidental to the required performance.
(c)By signing this document, Kronoscertifies and represents that at this time:
(i) Kronos shall confmn the employment eligibility of all employees who are newly hired for employment in the United States; and
(ii) Kronos has participated or attempted to participate in the Basic Pilot Program in order to verify that new employees are not employhg illegal aliens.
(d) Kronos hereby confums that:
(i) Kronos shall no[ knowingly employ or contract new employees without confirming the employment eligibility of all such employees hired far employment
in the United States under the Public Contract for Services.
(ii) Kronos shall not enter into a contract with a subcontractor that fails to confirm to the Kronosthat the subcontractor shall not knowingly hire new employees
without confirming their employment eligibility for employment in the United States under the Public Contract for Services.
(iii) Kronos has verified or has attempted to verify through participatiom in the Federal Basic Pilo[ Program that Kronos does not employ any new employees
who are not eligible for employment in the United States; and if Kronoshas not been accepted into the Federal Basic Pilot Progam prior to entering into the
Public Contract for Services, Kronos shall forthwith apply to participate in the Federal Basic Pilot Program and shall in writing verify such application within
five (5) days of the date of the Public Contract Kronos shall continue to apply to participate in the Fedeml Basic Pilot Program and shall in writing verify
same every three (3) calendar months thereafteq until Kronor is accepted or the public wntract for services has been completed, whichever is earlier The
requirements of this section shall no[ be required or effective if the Federal Basic Pilot Progmm is discontinued.
(iv) Kronor shall not use the Basic Pilot Pmgam procedures to undertake preemployment screening of job applicants while the Public Contract far Services is
being performed.
(v) If Kronor obtains actual knowledge that a subconhactor performing work under the Public Contract for Services knowingly employs or contracts with a
new employee who is an illegal alien, Kronor shall:
(1) Notify such subcontractor and the Customer within three days that Kronor has actual knowledge that the subcontractor has newly employed or
contracted with an illegal alien; and
(2) Terminate the subcontract with the subcontractor if within three days of receiving [he notice requred pursuant to [his section the subcontractor
does not cease employing or contracting with the new employee who is am illegal alien; except thatIUomos shall not terminate the Public Contact
for Services with the subcontractor if during such tluee days the subcontractor provides information [o establish that the subcontractor has no[
knowingly employed or wntrac[ed with an illegal ahem.
(vi) Kronor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the
Colorado Department of Labor and Employmemt undertakes or is undertaking pursuant to the authority established in Subsecdon8-17.5-102 (5), C.R.S.
(vii) If Kronor violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Customer may
terminate the Public Comtract for Services.
KRONOS INCORPORATED
TITLE: ( ~. I ~ t~
3)~~~ ICS
DATED: ~J !/'~