('j...the city's current enterprise resource planning (erp) system is oracle's jd...

1

ISSUE:

ACTION SHEET ITEM FROM FINANCE COMMITTEE MEETING OF 09/19/16

FOR CITY COUNCIL MEETING OF 09/28/16

33. Presentation and Request for Approval of Procurement Under Federal Price Agreement and Professional Services Agreement in the Amount of $400,000 -Time and Attendance Software Subscriptions, Implementation Services and Equipment (RFP #16/22/P); Krenos, Inc. (Renee Martinez and Oscar Rodriguez)

Approval of this Contract will launch the First Phase of the 2 year $1.6 millie Implementation of a Modern Financial Community Development and Huma Resources Process Management Platform.

FINANCE COMMITTEE ACTION:

Approved as discussion item.

FUNDING SOURCE:

--···-··-· SPECIAL CONDITIONS OR AMENDMENTS

STAFF FOLLOW-UP:

ABSTAI~ VOTE FOR AGAINST _ ..

COUNCILOR VILLARREAL X

COUNCILOR IVES X - -·

COUNCILOR LINDELL X

COUNCILOR HARRIS X

CHAIRPERSON DOMINGUEZ

4-13-15

;

2

DATE:

TO:

Via

1-'l:ZOM:

RE:

September 9, 2016

City Council Finance Committee

Brian Snyder, City Manager .. /] , 0

Robert Rodarte, Purchasing Director/f ~\,'~~ I\ <\

Renee Martinez - ITI Department Director '('J Oscar Rodriguez - Finance Director Lynette Trujillo- Human Resources Director

Request for Approval of Professional Services Agreement (GS-35F-0265X with

Addendum) for Procurement of Software Subscriptions, Implementation Services

and Equipment in the Amount of $400,000 - ERP Time and Attendance Software

and Services (RFP #16/22/P); Kronos, Inc.

BACKGROUND:

The City's current Enterprise Resource Planning (ERP) system is Oracle's JD Edwards

EnterpriseOne. The system was implemented in 2008 and supports basic financial and human

resource activities and processes. Unfortunately, the current system is limited in its ability to support

the evolving business requirements of the City. The City issued RFP #16/22/P to select a more

suitable and capable solution. The City received two (2) proposals for Time and Attendance

software and related services. The evaluation team was comprised of Renee Martinez (ITT), Caryn

Fiorina (ITT), Vicki Gage (Human Resources), Lynette Trujillo (Human Resources), Vince Montoya

(Finance), Robert Rodarte (Finance), Lisa Martinez (Land Use) and Yolanda Cortez (Land Use). The

evaluation team recommended an award to Kronos Inc. for Time and Attendance software and

related implementation services. Separate awards will be recommended for financial and human

resource management software and community development software. Please refer to the City of

Santa Fe ERP Preliminary Implementation Phasing schedule on page 3.

Agreements have been prepared and accepted by the contractor and will be fully executed once

approved by the Finance Committee and City Council. 3 2-1 ~ ·p-t•'---"

BUDGET: BUSINESS UNIT~, AMOUNT $400,000 including NMGRT

3

ACTION:

Request for approval of agreements in the amount of $400,000 including NMGRT with Kronos Inc.

for Time and Attendance Software Subscriptions, Implementation Set-vices and Equipment as

specified in RFP #16/22/P.

DOCUMENTS:

General Service Administration Federal Supply Schedule- GS-35F-0265X Addendum to GSA GS-35-0265X between Immix Technology Inc. and City of Santa Fe Immix Technology Sales Quotation Kronos Statement of Work for City of Santa Fe City ERP Preliminary Implementation Schedule

4

City of Santa Fe ERP Business Process & Software Modernization Project

Preliminary Implementation Phasing

This is the planned schedule for the City's four upcoming software implementation projects. Planning activities have included City representatives from the Departments that are key stakeholders of the projects. The plan will continue to be updated as more information is learned through contract finalizations and resource planning.

-= -~c- • ... ... ... ... ... ... ... ... ... ... ... ... co co co co co co co co co co co co • • • ~ ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

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Time Entry - Kronos

Util~ y Billing - Advanced

Core Financials - Munis

Human Resources/Payroll - Munis

Community Development- EnerGov

3

5

CITY OF SANTA FE OTHER METHOD PROCUREMENT CHECKLIST

Contractor Name(s): Kronos, Inc.

Procurement Title: Request for Approval of Professional Services Agreement (GS.35f,0265X with Addendum) for

Procurement of Software Subscriptions, Implementation Services and Equipment in the Amount of

$400,000- ERP Time and Attendance Software and Services (RFP 1116/22/P); Kronos, Inc.

Other Methods:

Department Requesting/Staff Member ITT Department/Renee Martinez

Procurement Requirements: A procurement file shall be maintained for all contracts, regardless of the method of procurement.

REQUIRED DOCURMENTS FOR APPROVAL BY PURCHASING* YES N/A

~ D ~ D ~ D D ~ 0 ~ ~ 0 ~ D ~ D ~ D

D

Approved Procurement Checklist (by Purchasing) Departments Recommendation of Award Memo addressed to Finance State Price Agreement, Federal General Service Agreement, Other Cooperative Agreement BAR FIR Contract or Agreement *Statement of Work and Order Form Current Business Registration and CRS numbers on contract or agreement Summary of Contracts and Agreements form Certificate of Insurance Other: State Price Agreement copy

Renee Martinez -ITT Department Director Department Rep Printed Name and Title

Renee Martinez

6

City of Santa Fe Summary of Contracts, Agreements, & Amendments

Section to be completed by department for each contract or contract amendment

FOR: ORIGINAL CONTRACT f;;f or CONTRACT AMENDMENT f ..

2 Name of Contractor Kronos Inc. ~~~~~------------------------------------------------------

3 Complete information requested r·· Plus GRT

r;,; Inclusive of GRT Original Contract Amount: $400,000.00

Termination Date: March 30, 2019 ------------------~--~--~

! Approved by Council Date:

or by City Manager Date:

contract is for: [EnterpriseRe-soiJ-rce F'lanning-(ERPfsystem selection & consulting services j

-------1----------------------------------Amendment# to the Original Contract# ----------------

lncrease/(Decrease) Amount$

Extend Termination Date to:

Approved by Council Date:

or by City Manager Date:

---···--------~~-----~---- . -· ... ····-· ---- -- --. Amendment is for: Include Land User and Community Development services, functions and software _________ !!.e!_d~ ~d~l~r!2..a~~ ~ .2.al!. ~ 1.!2!~~~1,;_ _______________ ,

4 History of Contract & Amendments: (option attach spreadsheet if multiple amendments) Plus GRT

r Inclusive of GRT

Amount$ of original Contract# ---------------Termination Date: __________ _

Reason:

Amount$ amendment# Termination Date: --------------------- ------------Reason:

Amount$ amendment# Termination Date: ---------------------- ------------Reason:

Amount$ amendment# Termination Date --------------------- -------------Reason:

Total of Original Contract plus all amendments $ $400,000 ~--~----------------------------------

1 of 2

7

City of Santa Fe Summary of Contracts, Agreements, & Amendments

5 Procurement Method of Original Contract: (complete one of the lines)

RFP# 16/22/P

Date: -----------------------Sole Source Date: -----------------------Other -------------------------------------------------------------------------

6 Procurement History: First year of three year contract example: (First year of 4 year contract)

7 Funding Source: ITT CIP BU/Line Item: 32139:530710,570100, 51034( -------------------------------8 Any out-of-the ordinary or unus ua! issues or concerns:

(Memo may be attached to explain detail.)

9 Staff Contact who completed this form: Renee Martinez -----------------------------------------------Phone# x5565 ---------------------------

10 Certificate of Insurance attached. (if original Contract) 1;;.;

Submit to City Attorney for review/signature Forward to Finance Director for review/signature Return to originating Department for Committee(s) review or forward to City Manager for review

and approval (depending on dollar level).

To be recorded by City Clerk:

Contract#

Date of contract Executed (i.e., signed by all parties):

Note: If further information needs to be included, attach a separate memo.

Comments:

2 of 2

8

immixTechnology, Inc. Sales Quotation a subsidiary of 0 immixGroup

Renee Martinez CITY OF SANTA FE Bataan Memorial Building 407 Galisteo Street, Suite 130 Santa Fe, NM 87501 PH: 505 827-6131 [email protected]

Quote Number: Quote Date: Expiration Date:

QU0-709684-N4Y8QO 9/12/2016 9/30/2016

Contract No.:

CAGE Code: DUNS No.: TAX ID#: Terms: FOB:

Order/Payment Address: immixTechnology, Inc. 8444 Westpark Drive, Suite 200 Mclean, VA 221 02 PH: 703-752-0610 FX: 703-752-0611 EFT: BB&T

Routing No. 05500330B

immixTechnology, Inc. Contact:

GS-35F-0265X

3CA29 09-869-2374 54-1912608

NET30 Destination

North, Julianne

703.663.1146 [email protected]

Manufacturer Quote#: 538252- 1

Manufacturer Ref#:

***Recent GSA Addition, Pending add to NM contract 40-000-14-00064***

Manufacturer Contact:

714-337-12B6

Dubois, Shannon

[email protected]

Please reference lmmixTechnology's "QUO" quote number and Government Contract number on any purchase orders issued against this quote.

"Statement of Work for CITY OF SANTA FE, Workforce Central vB.O New Implementation, 2016-31899 r1 0" IS INCORPORATED INTO THIS QUOTE

PLEASE SUBMIT NTTC-9 TO EXEMPT CITY FROM NM SALES TAX ON HARDWARE: HW TAX= $5,511.55 (currently included in total below)

Included at no cost: B100200-001 ESD SW KIT,WFC SUITE VB.O (qty 1) 8800191-000 WORKFORCE INTEGRATION MANAGER VB TO TELESTAFF (qty 1) TRAINPTSSAASSMB Training Points WFC SaaS SMB (19425 pts) B604014-001 KNOWLEDGE PASS SAAS WFC SMB (qty 1) ED-SUBSCRIPTION-SAAS-WFC-SMB ED Services Subscription Duration: 3 YR B609002-001 NORTH AMERICA POWER KIT FOR EXTERNAL OUTLET, INTOUCH STD (qty 45)

Initial Term: Three year Billing Start Date: 120 days from execution of Order Form Renewal Term: One Year Payment Terms: Net 30 Billing Frequency (unless otherwise noted, all invoices are due per the payment terms noted above):

Applications: Monthly in Arrears Equipment Purchase and Support: Upon execution of Order Form, upon receipt and inspection by City. Professional Services: Fixed Fee, Milestones

LINE ITEM 1, WORKFORCE TIMEKEEPER INCLUDES THE FOLLOWING: BB00177-000-SAAS-SMB WORKFORCE EMPLOYEE V8 (1550 licenses x 36 months= 55800 licenses) B80017B-000-SAAS-SMB WORKFORCE MANAGER V8 (155 licenses x 36 months= 5580 licenses) B800185-000-SAAS-SMB WORKFORCE INTEGRATION MANAGER V8 (1550 licenses x 36 months= 55800 licenses) BB001B7-000-SAAS-SMB WORKFORCE MOBILE EMPLOYEE V8 (1550 licenses x 36 months= 55800 licenses) 8800188-000-SAAS-SMB WORKFORCE MOBILE MANAGER VB (2751icenses x 36 months= 9900 licenses)

B800175-000-SAAS-SMB

2 8800178-000-SAAS-SMB

GS-35F-0265X XAAS

GS-35F-0265X XAAS

All Pricing information is confidential

Workforce Timekeeper v8- per employee per month (1550 licenses x 36 months)** TRUSTED PRODUCT**

Workforce Manager vB- per Mgr per month (120 licenses X 36 months)** TRUSTED PRODUCT**

Page 1 of 3

55800

4320

$3.B500 $214,B30.00

$6.2500 $27,000.00

Quote# QU0-7096B4-N4Y8QO

9

immixTechnology, Inc. a subsidiary of

3 8800182-000- GS-35F-0265X XAAS SAAS-SMB



7 8609042-001 GS-35F-0265X HW

8 BAYG-TRAINPTS GS-35F-0265X TR

11 9990004-SMB

12 9990004-SMB

13 9990004-SMB

14 9990004-SMB

15 9990004-SMB

OPENMARKET- SVC IM

OPENMARKET- SVC IM

OPENMARKET- SVC IM

OPENMARKET- SVC IM

OPENMARKET- SVC IM

All Pricing information is confidential

Sales Quotation Workforce Leave v8 - per employee per month 55800 (1550 licenses x 36 months)** TRUSTED PRODUCT**

KSS Tool Attestation Tool Kit v8- per employee per month (1550 licenses x 36 months)** TRUSTED PRODUCT**

KSS Tool FT-PT Analysis Report v8- (1 license per month)** TRUSTED PRODUCT ••

Kronos In Touch, H3 Standard Enclosure, with Bar Code Badge Reader** TRUSTED PRODUCT**

Kronos Touch ID Plus Biometric Option for In Touch H3** TRUSTED PRODUCT**

Bill As You Go- Training Points: Generic Training Points to be used for any training class. Bill as you go Training Points (invoiced upon delivery or attendance)** TRUSTED PRODUCT**

MILESTONE 1 -INITIATE- Project Kick Off (Implementation Start Date)** TRUSTED PRODUCT**

MILESTONE 2 -INTIATE- Solution Design Workshop (Assesment)** TRUSTED PRODUCT**

MILESTONE 3- COLLABORATE- Approved Design Build & Documentation** TRUSTED PRODUCT**

MILESTONE 4- COLLABORATE- User Acceptance Testing** TRUSTED PRODUCT**

MILESTONE 5- COLLABORATE- Workforce TeleStaff Interface Built & Tested** TRUSTED PRODUCT**

MILESTONE 6 -ADOPT- Post Deployment Support** TRUSTED PRODUCT**

Page 2 of 3

55800

36

45

8550

$27,900.00

$7,254.00

$246.6600

$26,913.60

$0.8400 $7,182.00

$13,935.0000 $13,935.00

$6,967.5000 $6,967.50

$13,935.0000

$9,620.00

$20,902.50

Quote# QU0-709684-N4Y800

10

immixTechnology, Inc.

16 9990004-SMB

17 9990004-SMB

OPENMARKET- SVC IM

OPENMARKET- SVC IM

Sales Quotation

MILESTONE 7- ADOPT- Post Deployment Support, 60-Days Post Deployment** TRUSTED PRODUCT ••

MILESTONE 8- ADOPT- Add 3 WFC ST IF to/from MUNIS .. TRUSTED PRODUCT **

$6,967.5000 $6,967.50

For a period of 36 Months from the date of this Order Form, Customer may purchase additional employee capacity for the Applications set forth herein at the following prices: Applications PEPM Workforce Timekeeper $3.30 Workforce Manager 1 :10 Ratio Included Workforce Employee 1 :1 Ratio Included Workforce Integration Manager 1 :1 Ratio Included Workforce Mobile Employee 1 :1 Ratio Included Workforce Mobile Manager 1 :10 Ratio Included Workforce Leave $0.50 Workforce Attestation $0.13 The costs of any individual Application(s) included in the Timekeeper Bundle (i.e., Workforce Manager) will be set forth on a mutually agreed upon purchase order based on then current GSA price.

Subject to the Terms and Conditions of GSA MAS Contract Number GS-35F-0265X; See GSA elibrary: http://www.gsaelibrary.gsa.gov/EiibMain/home.do

Open Market items are subject to the attached Terms and Conditions.

Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided.

All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number or Our Quote Number, Bill-To and Ship-To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative.

The identified line items are Trusted Products under the immixGroup Trusted Supplier Program. immixGroup Trusted Supplier Program Policies, Commitments and Guarantees/Warranties can be obtained at: http://www.immixgroup.com/uploadedFiles/Trusted-Supplier-Program_Guarantee-and-Warranty.pdf

All Pricing information is confidential Page 3 of 3 Quote# OU0-709684-N4Y8QO

11

KRONOS'

Statement of Work for CITY OF SANTA F

Workforce Central v8.0 New Implementation

Sales Executive Shannon DuBois Author Tammy Hilsgen

Expiration Date 09/30/2016 Created Date 7/6/2016

Big Machines Quote Number 2016-31899 Status Approved

Revision# 10

Opportunity ID Opp-24534 Customer SID

(c) 2016, Kronos Incorporated and related companies. All rights reserved.

CONFIDENTIAL- Not to be disclosed to th1rd parties Without specific written consent from Kronos.

12

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

Customer is looking for a time & labor solution to help control labor costs, minimize compliance risk, and improve workforce

productivity. The Workforce Central solution will be used to tackle each of these workforce management challenges with a

single solution, on a single, easy to maintain platform. Kronos will provide professional services to implement Workforce

Central v8.0 solution.

PROPOSED SOLUTION

Module Project Type

Workforce Central SaaS Timekeeping Bundle New

Workforce Central SaaS Leave New

Workforce Integration Manager to TeleStaff New

KSS Tool Attestation Tool Kit New

KSS Tool Full Time- Part Time Analysis Report New

Project duration is expected to be 32 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

and potentially impacting 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 blended approach. A blended approach combines onsite and remote

resources. During the planning phase onsite visits will be mutually agreed upon for applicable points of the project timeline.

Travel expenses are not included and will be invoiced separately as incurred and is estimated at $8000 for 4 visits during

this project.

13

KRONOS"

KNOWLEDGEPASS

KnowledgePassrM 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.

KnowledgePass provides tools that allow you to build role specific learning paths and assign them to your users. Kronos

will guide you on the creation of 2 user roles, including title selection and learning path assignments. The offering is

delivered by a KnowledgePass Mentor via a remote interactive workshop.

iNSTRUCTOR LED TRAINING

Kronos Instructor Led Training is purchased as Training Points. Training Points allow you to budget for training with the

flexibility to adjust your plan during implementation.

Core Team training will help your key functional and technical users to make informed solution design, configuration

decisions and provide core product knowledge.

Module Description

Workforce Timekeeper Private instructor led training for 5

Workforce Leave Private instructor led training for 5

Application Administrator training will prepare you to perform daily and periodic system administration tasks. This training

may require pre-requisite knowledge of the core solution functionality.

Module Description

Workforce Timekeeper Public instructor led training for 1

Workforce Leave Public instructor led training for 1

Configuration Specialist training will prepare you to support and maintain application configurations and complete

configuration tasks. This training may require pre-requisite knowledge of the core solution functionality.

Module Description

Workforce Timekeeper Public instructor led training for 1

14

KRONOS'.

Train-the-Trainer Programs prepare your internal training team to deliver user training to Manager and Employee license

users.

Module Description

Workforce Timekeeper Private instructor led training for 5

PROJECT APPROACH

Our proven implementation methodology provides a structured and phased approach project implementation, supported by

strong project management and flexible education offerings. It has been created, developed and refined over years of

successfully implementing the Kronos Workforce Central Suite of products. Project Managers and Consultants guide the

team through an efficient and proven process by providing assistance during all phases.

The core methodology is adaptable and responsive to an individual project's requirements, while still providing relentless

repeatability and a consistently high quality Customer experience. The expertise of our people, coupled with their

considerable Kronos tenure, provides you with faster answers and fewer problems, resulting in lower total cost. Effective

education of your workforce is critical to solution acceptance, self-sufficiency, and long-term productivity gains. Our certified

Kronos instructors deliver knowledge in many ways so your employees learn how to get the most out of the Kronos

solution.

Kronos' number one priority is to satisfy the needs of our Customers. That's why throughout the project, we will regularly be

assessing your satisfaction level with the implementation process. Are your expectations being met? Are your goals being

achieved? Do you feel that all phases of the process are progressing smoothly? We welcome your feedback throughout the

engagement. Even if we do not hear from you, we will periodically seek specific feedback on your satisfaction with the

implementation's progress.

PROJECT LEADERSHIP

Kronos will guide you through the life cycle of the project and provide best practices to implement your solution. As the

main point of contact, your Kronos Project Manager utilizes a proven implementation methodology to align desired

outcomes partnering with your project manager to achieve a successful project. City of Santa Fe requested to receive

resumes/biographies of potential Project Managers upon signature of contract and select their preferred resource. Official

assignment will be finalized by Kronos with consideration of City of Santa Fe's preference and availability of the resource(s)

at the start of the project.

15

KRONOS'.

PROJECT PLANNING

Led by Kronos the project team will collaborate to establish the project plan. The project plan will detail tasks,

responsibilities, and milestone dates and will be the foundation for project control.

The goals of the Plan phase are:

Introduce the members of both the Kronos and Customer Project Teams

Review and set the correct expectations of the project

Establish project management procedures based upon recommended practices to ensure a successful Kronos

implementation

Establish a tentative timeline for the project identify and mitigate potential risks

Prepare the Customer and Kronos project teams for the upcoming Discovery meetings

SOLUTION ASSESSMENT

The solution assessment will provide the foundation for the design specifications required to implement your Kronos

solution. Key areas of discussion will include current and future business processes, data integration requirements, testing

and training strategies. Your team will participate in design workshops and demonstrate a clear understanding of the project

goals, objectives, and critical business issues.

The goals of the Assessment phase are:

Complete Discovery meetings for each product and document proposed solution

Provide guidance and best practice recommendations to the Customer in making decisions

Gather all of the information needed to configure Kronos

Complete Testing Requirements Workshop; consult with Customer regarding testing responsibilities and test cases

Ensure the Customer has a full understanding of their solution, the training required to implement it, and the

processes and information flow prior to solution build

Complete planning in regard to time, cost and quality for the remainder of the implementation

SOLUTION BUILD

During this phase, we will focus on the software, hardware, and integration configuration elements as documented in the

solution design. In order to ensure that your organization is prepared to commence testing, project resources should take

recommended training to ensure sufficient knowledge of the operational elements of the solution, allowing for testing that

will accurately reflect end-user processes.

16

KRONOS'.

The goals of the Solution Build Phase are:

Provide an optimal working architecture, application and interfaces that meet the approved Discovery document

requirements.

Provide sufficient end-user knowledge of the operation and management of the Kronos Solution to the testing team

Ensure the Customer is prepared to move into the Test & Certify Phase

TEST AND CERTIFY

Based on the results of the Assessment Phase, through collaboration and assistance with Kronos proprietary tools, your

project teams will develop a test plan and system test scripts for defined use cases. User Acceptance testing (UAT) will be

led by your team, utilizing your Kronos project team for support as required for issue resolution and knowledge transfer.

Customer may leverage the KnowledgePass Subscription for training of UAT participants.

The goals of the Test & Certify Phase are:

Support Customer team during testing

Verify solution is configured as per the approved Discovery document

Verify solution integration

Make configuration changes as necessary

Prepare for the Deploy & Support phase

It is critical to the success of the testing of the Kronos solution that all parties understand the role and responsibilities

throughout the testing activities:

• The Customer Testing Team will be responsible for:

o Understanding the Solution as documented within the design documentation (Architecture Design, Product

Design(s), Interface Design(s), and Custom Development Design) in order to accurately assess testing

scenarios.

o Participating in the Testing Requirements activity to ensure an understanding of the Kronos testing process.

o Identify and document test case scenarios based upon business processes and solution use cases. Kronos will

provide pre-configured tools to assist in this activity.

o Clarification I resolution of any issues identified by Kronos consultants during the configuration of the product or

through Kronos Unit Testing.

17

KRONOS'"

o Performing the User Acceptance Testing in accordance with the Testing Strategy and test case scenarios

documented in the Solution Validation Workbook(s), and prioritizing and communicating issues and results to the

Kronos Project Team.

o Performing the Deployment Validation testing in accordance with the Testing Strategy, and any requirements

documented in the Solution Validation Workbook(s), and prioritizing and communicating issues and results to the

Kronos Project Team.

o Regression testing the resolution of the issues and documenting the results within the Solution Validation

Workbook.

• The Customer Project Manager will be responsible for:

o Overall management of the activities of the Customer Testing Team.

o Resolving issues between expected testing outcomes and the agreed Solution Design.

o Managing the resolution of changes to the agreed Solution Design resulting from testing activities with the Kronos

Project Manager through standard Kronos change control procedures.

o Reviewing the outcomes of User Acceptance Testing, and co-coordinating the sign-off of the Solution Acceptance

Milestone.

• The Krenos Project Team will be responsible for:

o Application I Solution I Technical Consultants

• Setting up the Test Environment with the configured solution

Transferring knowledge of the Testing Strategy, Testing Criteria Document, Solution Validation

Workbook and overall testing approach to the Customer Testing Team.

• Pre-configuring Testing Criteria Document and Solution Validation Workbook with any known use cases

prior to handing over the Customer.

• Providing scheduled support for all testing activities, as well as support for collaborative configuration of

product features which were not able to be configured during the Solution build.

o Project Manager

• Overall management of the activities of the Kronos Project Team

18

KRONOS'.

• Identifying proposed changes to the agreed Solution Design resulting from testing activities,

communicating these to the Customer Project Manager and resolving outstanding issues through

standard Kronos change control procedures.

• Reviewing the outcomes of User Acceptance Testing, and managing the sign-off of the Solution

Acceptance Milestone by the Customer Project Manager.

DEPLOY AND SUPPORT

During this phase, Kronos will oversee 3 Deployment groups, providing initial go-live support and preparing for successful

ongoing system use. The final step of this phase is the transition to Kronos Global Support.

The goals of the Deploy & Support Phase are:

Complete end-user education and validate deployment of solutions in an end user environment

Transition the solution into a production environment

Complete a successful payroll

Close project and enable transition to Post Implementation Support

TRANSITION TO POST IMPLEMENTATION SUPPORT

The final step of your implementation is for you to transition to our Support department. The transition normally occurs after

you have successfully processed payroll using data from Kronos. By transitioning you are able to take advantage of our

Global Support department, receive product updates and quick response times.

PROJECT ASSUMPTIONS

The following standard assumptions are made in order to estimate all Kronos projects:

Customer is responsible for developing their workforce management policies and for documenting and

disseminating business procedures to support the Kronos solution

Customer's project team will adhere to the project timeline and responsibilities

Customer will provide all necessary file specifications for inbound and outbound interfaces

Customer agrees to participate in and deliver all required documentation for the Discovery Meetings within the

agreed upon time-frame in order to meet the agreed go-live date. Any delays in participation or documentation

delivery within this timeframe will negatively impact the project timeline

Customer will complete, execute, validate and sign off on the solution as per the project schedule

19

KRONOS'

Customer will confirm and signoff on the design documents. Upon Customer receipt of design documents, 10

business days are granted to review, accept, comment and or revise. If issues or changes are not identified within

10 business days, these design documents will be deemed by Kronos to be accepted by the Customer

Customer will define/create any user procedures necessary to ensure a successful rollout

Customer's core team will complete all required training to actively participate in the implementation process

During this implementation the customer's project team will be required to commit time and resources. Customer

planning, training and testing are part of a successful implementation and time should be allocated to each of these

areas.

BILL AS YOU GO SERVICES

This budget estimate represents a time and materials engagement. Travel expenses are not included and will be invoiced

separately as incurred.

Services

Bill As You Go Instructor Led Private Training for Core Team $7,182.00

Total $7,182.00

20

KRONOS"

MILESTONE & PAYMENT SUMMARY

The project budget will be separated into three major Milestones: Initiate, Collaborate & Adopt. Each Milestone include

measurable steps (examples below) that must be completed and approved. This project and each step are expected to be

highly collaborative between the City of Santa Fe and Kronos teams. The fee schedule below outlines payments associated

with the Milestones. Payments are expected once the significant steps (defined by the project teams), and thus, the

Milestones are approved.

MILESTONE PAYMENT

INITIATE

Project Kick Off (Implementation Start Date) $6,967.50

Solution Design Workshop (Assessment) $ 13,935.00

COLLABORATE

Approved Design Build & Documentation $ 6,967.50

User Acceptance Testing $ 13,935.00

Workforce TeleStaff Interface Built & Tested $ 9,620.00

ADOPT

Post Deployment Support $20,902.50

60-Days Post Deployment $ 6,967.50

Additional 3 WFC Standard Interfaces to/from $ 9,620.00

Munis (Employee Import, Payroll Export, Accrual

Import estimated completion by July 2018)

Project Total $88,915.00

21

KRONOS

AND APPROVALS

SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE

. ( I ay0~b}J )~ oate 9{15/U~ Title: ~I\( CVJ ~~ This Statement of Work is subject to CITY OF SANTA FE's agreement with Kronos governing Professional and Education

Services. By signing below, CITY OF SANTA FE's authorized representative agrees to purchase the services described

herein.

ACCEPTED AND AGREED

CITY OF SANTA FE

By: ___ _

Title: -------------------------------

Date: ________________________________ __

CITY OF SANTA FE 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.

22

CITY OF SANTA FE:

JAVIER M. GONZALES, MAYOR

DATE: _________ _

ATTEST:

YOLANDA Y. VIGIL, CITY CLERK

APPROVED AS TO FORM:

KELLEY A. BRENNAN, CITY ATTORNEY

APPROVED:

OSCAR RODRIGUEZ, FINANCE DIRECTOR

32-1'?'1 j)#1 g '1) ~;-3~..q;;), 5?oiDcJ;!:Jio 3'fo

I

Business Unit/Line Item:

23

_c_,.,_K_Ro_N_o_s_~ _/

Appendix A

Below is a high-level timeline of the implementation of Workforce Central Solution for City of Santa Fe. Duration is subject to change.

The Kronos and Customer Project Managers will collaborate and maintain a detailed project plan with specific activities and duration

throughout the project. This project schedule is based upon a project start date of November 1, 2016 in which case the milestone dates

prescribed will be met notwithstanding delays on the part of Customer or Kronos (as defined in this agreement in full) and mutually

agreed-upon changes. A more detailed Project Schedule will be developed during project initiation activities.

City of sama Fe

Best Practice Build Solution Validation & Adjustments

Solution Design Milestone System & Integration T &Sling

User Acceptance Testing Solution Acceptance Milestone

Project Team Training Train the Trainer and End User ·

End User Training Group 1 (up to 4 departments) Go-Uve Milestone with Group 1 (up to 4 departments)

&6 Week5& 6 Week7 Week8&9

Week ~12 Week 12

CITY OF SANTA FE I KRONOS INCORPORATED CONFIDENTIAL

Page 12 of 11

24

KRONOS~

Appendix B

Below is a description of in scope items for the implementation of Workforce Central Timekeeping SaaS Bundle plus Workforce Leave.

Project Support

Workforce Central SaaS Timekeeping Core Scope Weekly status calls and/or report

Technical Architecture Assessment

Application Configuration Assessment

Interface Design Assessment

Application Install

Data Collection Standard + Features (Touch ID) Data Collection Features (Workforce Employee)

Workforce Timekeeper Standard Configuration

Workforce Timekeeper Feature Configuration (Delegate Authority)

Workforce Timekeeper Feature Configuration (Time Off Requests)

Workforce Timekeeper Standard Integration

Standard Testing Guidance and Support

Deployment Planning and Go-live support

Transition Customer to Kronos Global Support (KGS)

Project workbook updates (including schedule maintenance and budget report)

3 environments (1 PROD, 2 NON-PROD)

1 Assessment Group

Up to 3 Timekeeper to JOE (Employee Import, Payroll Export, Accruals Balance)


Configure up to 5 terminals with Touch ID, Customer completes the rest.

Global Setting configuration in 3 environments.

7 labor levels Up to 50 pay rules and work rules Up to 5 schedule groups and shift templates Unlimited holidays Unlimited comments Up to 5 navigators Up to 20 alerts Unlimited basic accruals Up to 1 0 function access profiles These scope items are standard Kronos estimated configuration building blocks based on Kronos experience with the customer profile. These are not system limitations and adjustments to these items will be reviewed by the project team to determine impact to overall project effort. Minor adjustments may be accommodated if they do not impact the level of project effort. Kronos Project Team will determine scope impact and may provide recommendation consolidation or elimination if scope extends standard building blocks.

1 0 Role Profiles 5 Delegate Profiles. 1 manager/admin template

Time off request at the clock, PC and Cancel time off at the PC, single approval level.

1 Standard person import interface 1 Standard payroll export interface 1 Standard accruals import interface

1 testing cycle

3 deployment dates 3 deployment groups 1 application deployment 1 go-live date 1 application or technical resource

1 transition phase

25

KRONOS'

Workforce Central SaaS Leave Core Scope Weekly status calls and/or report

Project Support

Technical Architecture Assessment

Application Configuration Assessment

Interface Design Assessment

Application Install

Workforce Leave Standard Configuration

Workforce Leave Historical Taken Data Imports

Standard Testing Guidance and Support

Deployment Planning and Go-live support

Transition Customer to KGS

Project workbook updates (including schedule maintenance and budget report)


1 Assessment Group

Up to 1 Leave


State/Local and FMLA

1 data load import ran 3 times for each deployment group

1 testing cycle

3 deployment date 3 deployment group 1 application deployment 1 go-live date 1 application or technical resource

1 transition phase

Additional Workforce Interfaces to Munis

Interface Assessment, Design, Build, Test, Deploy Up to 3 Timekeeper to Munis (Employee Import, Payroll Export, Accruals Balance) estimated completion by July 2018

26

Course Title: Workforce Timekeeper 8.0 Project Team Fundamentals

~ Course Number: 9994322-0

Audience: Project T earn

Description This instructor-led course prepares you to effectively collaborate with the Kronos implementation team about your business processes during the Momentum Plan and Assess phases of your Workforce Timekeeper implementation. You will learn how to prepare your organization's pay and accrual policy data for use during the implementation, as well as how to explain the Workforce Timekeeper automation and optimization options available for meeting pay and accrual policy business needs. Through a series of targeted demonstrations, the instructor will also introduce you to some of Workforce Timekeeper's capabilities and the decisions you will need to make in designing your configuration. This knowledge is critical to ensuring an efficient Workforce Timekeeper implementation that accurately addresses the business needs of your organization.

Objectives After completing this course, you should be able to:

• Describe the importance of successfully recruiting all the necessary stakeholders in the business to be a part of the Project Team

• List the tasks and decisions for which Project Team members are responsible during the Momentum Plan and Assess phases of an organization's Workforce Timekeeper implementation

• Begin to locate and/or produce the organization's pay accrual policy data for use during the implementation

• Explain the Workforce Timekeeper automation and optimization options available for meeting pay and accrual policy business needs

• Recognize the options available for reflecting organizational structures in Workforce Timekeeper

• Begin to design the organization's role-based navigators and develop a notification strategy

Audience

Project Team members who analyze the organization's pay policies, accrual policies and business requirements in order to collaborate on and approve the implementation plan for Workforce Timekeeper. Depending on the organization, this may include Human Resources, Payroll and Accounting staff as well as Application Administrators and Information Technology staff.

Prerequisites • None • Advance Preparation-None

Other Courses that are identified as introductory are equivalent to courses that offer basic skills and knowledge.

Delivery Type: Instructor Led Training Duration: 1 day Price: $500 Course Level: Introductory CPE: 6 Instructional Method: Group-Live

KRONOS

Course Title:

Workforce Central 8.0

Workforce Timekeeper 8.0 Managing Timecards and Schedules .l.iJ

Course Number: 9994323-0

Audience: Managers/Supervisors

Description This instructor-led course is designed to assist you in using Workforce Timekeeper tools to effectively and efficiently manage your employees' timecard and schedule data. Using a combination of discussion and practice, you'll learn how to monitor timecards to identify and resolve timecard exceptions, maintain schedules, and review and approve timecards for payroll processing.


• Navigate through Workforce Timekeeper, displaying project and hourly timecards

• Display employee information for analysis and task performance • Schedule employees to meet your workload requirements,

accommodating shift changes and non-worked hours as necessary • Identify timecard discrepancies and modify time data as necessary,

communicating changes to employees • Review timecard data, including approvals, and submit records to

payroll for processing

Audience This course is designed for those responsible for using Workforce Timekeeper to manage employee timecards and schedules.



Delivery Type: Instructor Led Training Duration: 'h Day Price: $275 per person for a public course, pricing depends on the number of participants, for a private course Course level: Introductory CPE: 3 Instructional Method: Group-Live

3

27

Course Title: Workforce Timekeeper 8.0 Managing Timecards and Preparing for Payroll ~


Audience: Project Team, Payroll, IT/IS

Description This course is designed for those responsible for managing time and labor information in the Workforce Timekeeper environment to either prepare for payroll processing or to effectively administer the application. You willleam how to use Workforce Timekeeper tools to effectively and efficiently perform daily and periodic tasks that manage employee time and labor data and prepare that data for payroll processing. Using a combination of discussion, hands-on, and application simulation experience, you will monitor timecard exceptions and resolve differences between scheduled and actual time recorded on timecards, add and modify employee schedules, review, and approve timecards, process payroll, make corrections to previous pay periods, and add and maintain employee data.


• Navigate through the Workforce Timekeeper application • Display employee information for analysis and task performance • Add personal and job information for new employees • Add and modify a base schedule for new employees • Identify timecard discrepancies and modify time data as necessary,

communicating changes to employees • Review timecard data, including approvals, and submit records to

payroll for processing • Sign off timecard data and explain the process for transferring timecard

data to the payroll system • Make historical corrections to timecard data that has already been

processed for payroll • Adjust accrual balances and make changes to personal and job

information for employees

Audience This course is designed for those responsible for managing timecards and preparing time data for payroll processing within the Workforce Timekeeper environment. This course also provides those who must administer the Workforce Timekeeper application with experience using the tools and processes for which they are responsible for maintaining.



Delivery Type: Instructor Led Training Duration: 2 Days Price: $1,000 Course Level: Introductory CPE: 12 Instructional Method: Group-Live

KRONOS

Course Title:


Workforce Device Manager 8.0 & the Kronos Terminals :JiiJ


Audience: Project Team & IT/IS

Description This instructor-led course prepares you to configure, maintain, and troubleshoot Workforce Device Manager and the Kronos terminals which include the Kronos In Touch and the Kronos Series 4000.

The course provides system requirements, hardware components, communication protocols, and the flow of data between the Kronos terminals and Workforce Timekeeper along with step-by-step procedures on how to use Workforce Device Manager to create a successful environment for communication. Best practice recommendations drawn from the Kronos Global Support organization are highlighted throughout the materials.

This course combines lecture, demonstration, question and answer, and hands-on practice.

Objectives

After completing this course, you should be able to:

• Describe WDM system components • Explain the flow of data between WDM and WTK • Explain the difference between server-initiated and device-initiated

communication protocols • Configure WDM building blocks • Use WDM building blocks to create Device Configuration Profiles • Initialize and update terminals • Configure devices and device groups • Assign employees to device groups • Deploy pre-defined Smart View transactions, such as Request Time

Off, View Timecard, and Approve Timecard • Monitor devices and groups • Set up scheduled events for devices and groups • Resubmit or delete invalid transactions

Audience • System Analysts • Technical Specialists • Help Desk Specialists



Delivery Type: Instructor Led Training Duration: 2 Days Price: $1,200 Course Level: Introductory CPE: 12 Instructional Method: Group-Live

4

28

Course Title: Workforce Central 8.0 Administering the Application ~


Audience: Project Team, IT/IS

Description This instructor-led course provides Workforce Timekeeper application administrators with the skills and knowledge needed to support the system so that it remains in alignment with your organization's business goals. Using a combination of lecture, discussion, and hands-on practice, you will learn how to create effective data analysis tools such as HyperFind queries, Workforce Genies and calendars that provide visibility into productivity and labor costs. You will also learn how to analyze data and function access requirements, and configure, test and deploy access profiles so that users have appropriate access to the features and data that they need to perform their jobs. Finally, you will automate business processes such as e-mail and workflow notifications, resulting in more efficient communication and reducing the amount of time spent on manual processes.


• Use profiles to control access to data • Create and implement data analysis tools such as HyperFind queries

and Genies • Create scheduling tools such as schedule periods and shift templates • Analyze data and function access requirements, and configure profiles

(such as display, data access and function access profiles) to control access to the system

• Automate business processes such as setting up workflow notifications and navigators

Audience

This course is for those responsible for maintaining the configured Workforce Timekeeper application

Prerequisites • Workforce Timekeeper Managing Timecards and Preparing for Payroll • Advance Preparation-None

Delivery Type: Instructor Led Training Duration: 2 Days Price: $1,200 Course Level: Intermediate CPE: 12 Instructional Method: Group-Live

KRONOS


Course Title: Workforce Central 8.0 Administering Navigators


Audience: Project Team, IT/IS

Description This instructor-led course provides Workforce Central application administrators with the skills and knowledge needed to support the system with widgets and navigators for various job roles throughout the organization. Using a combination of lecture, discussion, and hands-on practice, you will learn how to create and manage widgets, alerts, notifications, workspaces, wizards, and navigators.

You will learn how navigator components are related to one another. Using a structured process, anatomy, and configuration report you will effectively manage edits to widgets, alerts, and workspaces. Recognizing the relationship of navigator components is essential to successfully implementing changes to your current configuration. You will review the use of navigator templates that provide a starting point for new navigators. You will also learn when and how to apply context allowing managers to easily navigate from one widget to another widget or workspace while maintaining selected employees and time period. Finally, you will recognize when to use immediate notifications to help employees and managers instantly engage with the right information at selected locations.


• Describe navigator components and a structured process when applying changes to navigators

• Modify existing widgets, alerts, notifications, workspaces, and navigators to meet the needs of job roles in the organization

• Modify the Search widget to take advantage of various filter options • Analyze and define wizards to apply steps for a business process • Follow a structured process to configure, deploy, and test

navigators

Audience This course is for those responsible for maintaining configured Workforce Central navigators

Prerequisites • Workforce Central Administering the Application • Advance Preparation-None

Delivery Type: Instructor Led Training Duration: 1 Day Price: $600 Course Level: Intermediate CPE: 6 Instructional Method: Group-Live

5

29

Course Title:

Audience:

Description

Workforce Central 8.0 Administering Navigators .;..,;

Project Team/IT/IS

This self-paced learning course is designed to help Administrators plan, configure, test and deploy navigators and widgets for managers and employees. Configuring widgets, alerts, wizards, and workspaces helps you create navigators specific to different job roles in your organization.

You will learn how widget parts, widgets, alerts, wizards and works paces are related to one another. Using different case study examples throughout the tutorial, you identify critical navigator components and explore various configuration options. Using practice exercises and a sandbox, you configure sample widgets, works paces, alerts, and navigators for a manager or employee role. Guidelines for testing and deploying navigators in your organization are also covered.


• Analyze a manager's needs for a suitable navigator • Analyze an employee's needs for a suitable navigator • Follow a structured process to configure, deploy, and test navigators

Audience Application Administrators, Project Team members, and Help Desk Specialists.

Prerequisites • Experience using or administering Workforce Timekeeper or Workforce

Scheduler • Advance Preparation-None

Duration: 4-6 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Intermediate CPE: 0 Instructional Method: Self-Paced Method of deployment: This tutorial is accessed via Kronos KnowledgePass TM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

KRONOS


Course Title: Workforce Timekeeper 8.0 Configuring & Managing

Pay Rules~


Audience: Project Team, IT/IS & Payroll

Description This instructor-led course prepares you to configure and manage your organization's pay rules in Workforce Timekeeper. You will learn the structure and function of pay rules in Workforce Timekeeper and a process to configure, maintain and troubleshoot common pay rule changes and problems in areas such as: holidays, exceptions, bonuses, deductions, breaks, overtime, rounding and shift and weekend differentials. This knowledge is essential to ensuring the continued accuracy of employee pay and time according your organization's union or organizational pay policy changes.


o Describe the pay rule anatomy components and how the components ensure that the way employee pay and time are managed and tracked is consistent with your organization's pay policies

o Apply a common process and tools to accurately and efficiently manage and implement pay rule changes in Workforce Timekeeper

o Change the following rules: exceptions, bonuses, deductions, breaks, rounding, overtime, holiday table, holiday credit and zones (including holiday, shift and differential zones) by performing these tasks:

• Receive and analyze change requests • Use windows, editors and reports to assess the impact of pay

rule changes • Implement changes to an organization's pay rule configuration • Test pay rule changes • Deploy pay rule changes • Troubleshoot common pay rule problems

Audience This course is designed for those responsible for configuring and maintaining pay rules in the Workforce Timekeeper environment, including:

o Payroll Administration staff o Configuration Specialists o Help Desk Specialists

Prerequisites o Workforce Timekeeper Managing Timecards and Preparing for

Payroll o Advance Preparation-None


6

30

Course Title: Writing & Integrating WTK RDL Reports !.2) Course Number: 9994357-0

Audience: IT/IS

Description This four-day instructor-led course focuses on reports within the Workforce Timekeeper 8.0 report environment It combines lecture, demonstration, and hands-on practice exercises to teach students how to:

• Create reports for Workforce Timekeeper 8.0 using Visual Studio 2008 • Integrate the reports with the Workforce Timekeeper 8.0 report

environment Designed for students who are new to report writing for Workforce Timekeeper 8.0, Visual Studio 2008 for Microsoft Reporting, or both, this course focuses on a broad list of topics that will provide the necessary skills and programming logic to create Standard reports using the Workforce Timekeeper 8.0 database.


• Create custom reports based on design specifications using Visual Studio 2008

• Identify views and fields for commonly customized reports such as hours by project, weekly schedules and accrual reports

• Use SQL for linking views and tables and record selection • Use the sorting, grouping and summarizing features • Create different types of expressions • Create parameters • Use conditional and sectional formatting • Create a Microsoft Excel® optimized report • Differentiate between using subreports and using additional datasets to

add data to a report • Create a matrix report • Create a chart report • Modify an existing report • Duplicate and create new report setups in the Workforce Timekeeper

8.0 report environment • Pass HyperFind results to a custom report • Use standard Workforce Timekeeper options to pass values to

parameters within the report • Create custom Workforce Timekeeper options • Customize existing Workforce Timekeeper Standard reports • Describe the Workforce Worksheet feature in the Workforce

Timekeeper 8.0 report environment

Audience

This course is designed for those responsible for creating custom reports for the Workforce Timekeeper RO report environment

Prerequisites • Workforce Timekeeper Managing Timecards and Preparing for Payroll • Computer competency: Comfortable navigating and using programs in

a Windows environment • Advance Preparation-None


KRONOS


Course Title: Workforce Central 8.0 Architecture and Technology



Description

This instructor-led course provides IT/IS staff responsible for implementing and maintaining Workforce Central with the skills and information they need to support and maintain the environment Participants learn about the multi-tier architecture used by Workforce CentraL Participants also learn the basics of installing, maintaining, and supporting Workforce Central, as well as implementation requirements for JBoss application servers.

The course takes the participant behind the scenes of a Workforce Central implementation scenario by guiding them through the installation process and discussing how to configure selected Workforce Central features and deploy optional and required components. Participants practice using the tools and procedures to install product upgrades and service packs, create the database, and use database utilities. Participants learn troubleshooting techniques for common problems that arise.


• Describe the Workforce Central 8.0 architecture and identify the high level components

• Evaluate installation choices and install Workforce Central • Describe how different instances are used in production and non-

production environments • Apply a service pack to Workforce Central • Maintain, backup, and restore the Workforce Central database • Identify the report, authentication, and Event Manager functions

performed by the application server • Troubleshoot system abnormalities

Audience: IS/IT professionals responsible for the implementation and maintenance of the Workforce Central environment

Prerequisites: • Experience supporting a multi-tier architecture environment • Experience with a Microsoft SQL Server or Oracle database • Experience with a UNIX or Windows Server operating system • Some SQL knowledge • Advance Preparation-None

Delivery Type: Instructor Led Training Duration: 2 Days Price: $1 ,300 Course Level: Advanced CPE: 12 Instructional Method: Group-Live

7

31

Course Title:

Audience:

Description

Workforce Timekeeper 8.0 Monitoring Overtime ·.>•:

Payroll & Managers/Supervisors

This self-paced learning course provides you with the skills you need to monitor overtime levels using Workforce Timekeeper tools and data.


• Review, analyze, and respond to requests for overtime • Monitor overtime hours, distributing and approving hours as necessary

Audience

This course is designed for those responsible for monitoring overtime within the Workforce Timekeeper environment.

Prerequisites • Workforce Timekeeper Managing Timecards and Preparing for Payroll

• Advanced Preparation-none

Duration: 2 hours Price: Kronos KnowiedgePassrM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This self-paced learning is accessed via Kronos KnowledgePass TM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

KRONOS


Course Title: Workforce Timekeeper 8.0 Handling Time-off Requests :·•

Audience: Payroll & Managers/Supervisors

Description This self-paced learning course provides you with the skills you need to handle time-off requests submitted using Workforce Timekeeper as well as manual requests. You'll learn how to access, review, analyze, respond to, and manage employee time-off requests in Workforce Timekeeper.


•

•

Describe a time-off request

Describe your role in the time -off request process

Describe submission and request periods

Create submission and request periods

Access time-off requests

Review and analyze time-off requests

Identify unexpected time off

Resolve time-off requests

Create time-off requests

Delete time-off requests

• Retract submitted time-off requests

Audience This course is designed for those responsible for handling time-off requests within the Workforce Timekeeper environment.

Prerequisites • Workforce Timekeeper Managing Timecards and Preparing for

Payroll • Advanced Preparation-none

Duration: 1.5 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This self-paced learning is accessed via Kronos Knowledge Pass TM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

8

32

Course Title: Workforce Central 8.0 Train-the-Trainer - 1 participant ~

Course Number: 9999722-0, 9999722-1

Audience: Individuals identified as end user trainers

Description The purpose of the Train-the-Trainer program is to help you successfully deliver Kronos Workforce Central software training to manager and employee end users in your organization. Components of this program include:

• A welcome packet that provides guidance early in the implementation process on developing your Kronos training program.

• Access to adaptable course content (a course guide with exercises for managers; presentation files and job aids for employees) covering common tasks performed in Workforce Central. You can use this course content as the starting point for preparing training for your organization (a KnowledgePass™ subscription is required to access courseware materials).

• Workforce Central product training on manager-level tasks (optional) . • A follow-on consulting session that covers creating and implementing

your Kronos training program, recommended training practices, and expert tips on adapting your Kronos training content (optional).

The Workforce Central product training included varies according to the Workforce Central modules included in Train-the-Trainer program:

Objectives After completing this program, you should be able to:

• Strategize for your Workforce Central end user training rollout • Define and explain common Workforce Central tasks for managers and

employees in your organization • Adapt provided course content to meet the needs of end users in your

organization • Identify KnowledgePass resources to supplement and support your

training strategy • Prepare to deliver Workforce Central training content to end users

Audience Individuals responsible for delivering Workforce Central training to end users in the organization. This includes company trainers, project team members, super users or others within the company designated to deliver training.

Prerequisites None

Delivery Type: Instructor Led Training Duration: Varies depending on the Workforce Central modules included in your Train-the-Trainer program (see table above) Price: Varies depending on size of organization Course level: Introductory CPE: 0 Instructional Method: Group-Live

(iKRONos·


Course Title: Workforce Central 8.0 Train-the-Trainer -Private~

Course Number: 9999723-0, 9999723-1, 9999723-2, 9999723-3




• Access to adaptable course content (a course guide with exercises for managers; presentation files and job aids for employees) covering common tasks performed in Workforce Central. You can use this course content as the starting point for preparing training for your organization (a KnowledgePass TM subscription is required to access courseware materials).

• Workforce Central product training on manager-level tasks (optional).

• A consulting session that covers creating and implementing your Kronos training program, recommended training practices, and expert tips on adapting your Kronos training content (optional).


• Strategize for your Workforce Central end user training rollout • Define and explain common Workforce Central tasks for managers

and employees in your organization • Adapt provided course content to meet the needs of end users in

your organization • Identify KnowledgePass resources to supplement and support your

training strategy • Prepare to deliver Workforce Central training content to end users


Prerequisites

None

Delivery Type: Instructor Led Training, Virtual Duration: The Train-the-Trainer program duration varies according to the Workforce Central modules included in your program:

Workforce Timekeeper- 1 day Workforce Absence Manager: Attendance - 1 day Workforce Scheduler (Core)- 2 days Workforce Scheduler (Healthcare)- 3 days Workforce Scheduler with Workforce Forecast Manager (Retail)- 2 days

Durations listed are the maximum duration -some organizations may complete their Train-the-Trainer session in fewer days based on participant familiarity with Workforce Central and/or training deployment. Price: Varies depending on size of organization Course Level: Introductory CPE: 0 Instructional Method: Group-Live

9

33

Course Title:

Audience:

Description

In Touch and Series 4000 Terminal Entering Time Employee Training Kits •·

Payroll, Human Resources, Employees

The In Touch and Series 4000 Terminal Entering Time Employee Training Kits are designed to train employees on performing transactions at Kronos Series 4000 terminals and Kronos lnTouch Terminals.

Objectives After completing this course, you should be able to train employees to successfully perform the following tasks:

• Swipe a badge or enter a Personal Identification Number at a terminal • Enter a punch at a terminal with the proximity card reader option • Perform transactions such as labor or job transfers, view totals, view

schedules, and view and approve timecards • Respond to error messages • Refer to index cards that contain step by step instructions for daily

punches • Enroll to perform biometric verification (Touch 10) when performing

transactions

Audience The kits are designed for HR administrators who train employees on using the Kronos Series 4000 and In Touch terminals.

Content The kits include the following materials:

• Microsoft® PowerPoint® slideshows that explain how to swipe badges, perform key functions, and enroll in Touch 10 at the terminal. You can tailor the PowerPoint to reflect your business practices.

• A sample job aid for each terminal. • A sample supervisor job aid that includes best practices for enrolling

employees at Touch 10 terminals. • A sample index card that contains instructions that you can distribute to

employees on using the terminal. • PowerPoint files for slideshows, sample job aids and the index card are

included. You can tailor these files to reflect your business practices. • A short video that demonstrates how to enroll biometrically enabled

employees at the Touch 10 terminal.

Prerequisites Microsoft PowerPoint and Microsoft Word skills are required to customize the contents of the kit.

Duration: 2 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This kit is accessed via Kronos KnowledgePass rM.

For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

KRONOS

Course Title:

Audience:

Description


WFC 8.0 Timestamp & Timecard Entering Time Employee Training Kit '••:

Payroll, Human Resources, Employees

The WFC 8.0 Timestamp & Timecard Entering Time Employee Training Kit is designed to train employees on performing common timecard tasks.


• Enter punches • Add comments • Enter pay codes • Cancel meal deductions • Schedule non-worked time • Perform transactions such as labor or job transfers, view totals,

view schedules, and view and approve timecards • Print timecards • Run reports

Audience The kit is designed for HR administrators who train employees on using the Timestamp and Timecard Editor views.

Content

The kit includes the following materials:

Microsoft® PowerPoint® slideshows that explain how to perform employee tasks related to entering time. You can tailor the PowerPoint to reflect your business practices.

• Sample job aids for employees. • PowerPoint files for slideshows and sample job aids are included.

You can tailor these files to reflect your business practices.


Duration: 2 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This kit is accessed via Kronos Knowledge Pass rM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

10

34

Course Title:

Audience:

Description

Workforce Central 8.0 Upgrading to the NavigatorEmployee Training Kit '"··

Training Managers & Employees

The WFC 8.0 Upgrading to the Navigator Employee Training Kit is designed to train employees how to use a navigator to access widgets to perform common tasks. The purpose of the kit is to introduce employees to the Navigator Framework so they can apply common navigation techniques throughout their business tasks.


• Recognize the common components of a navigator • Identify primary and secondary views for widgets • Access widgets from Related Items pane to support a business process

Audience The kit is designed for training managers or administrators who train employees on using a navigator to perform common tasks.

Content The kit includes the following materials:

• Microsoft® PowerPoint® slideshows that explain how to log on to the navigator and open and close widgets to support common business tasks. Basic navigator concepts and sample widgets are introduced. You can tailor the PowerPoint to reflect common business practices.

• Sample job aids for common employee persona navigator • PowerPoint files for slideshows and sample job aids are included. You

can tailor these files to reflect your business practices • Note: To supplement the kit, How To simulations demonstrating

common navigation techniques are also available on Kronos KnowledgePass rM

Prerequisites

Microsoft PowerPoint and Microsoft Word skills are required to customize the contents of the kit.

Duration: 1 hour Price: Kronos KnowledgePass TM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This kit is accessed via Kronos KnowledgePass rM.


KRONOS

Course Title:

Audience:

Description


Workforce Central Copying Set Up Data :.:.

IT/IS

This self-paced learning course teaches participants how to copy set up data in a Workforce Central environment from a non-production database to a production database. The course focuses on moving WFC data from a production to non-production system.

Objectives


• Configure Setup Data Manager • Copy WFC set up data from a test database to a production

database • Test and certify that the setup data is copied as expected

Audience • IS I IT Specialists • Database Specialists

Prerequisites • Workforce Central Architecture and Technology • Advanced Preparation-none

Duration: 2 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This tutorial is accessed via Kronos Knowledge Pass TM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

11

35

Course Title: Workforce Central Configuring Record Retention Policies

Audience: IT/IS

Description This self-paced learning course teaches participants how to configure record retention policies in Workforce Central.


• Plan an effective record retention policy • Configure record retention policies • Test and certify that the policy is working as expected • Schedule the retention policy


Prerequisites • Workforce Central Architecture and Technology • Advanced Preparation-none

Duration: 2 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This tutorial is accessed via Krenos KnowledgePass rM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

KRONOS

Course Title:

Audience:

Description


Workforce Central Getting Started with Workforce Process Manager ;...

IT/IS

This self-paced, web-based tutorial includes access to a virtual lab machine to do course exercises. In this tutorial you will be introduced to Workforce Process Manager, an integral part of the WFC platform, which provides customers the ability to automate business activities that would otherwise require manual intervention. Using Process Manager, templates define the flow of business activities that achieve the business goal. This course is for IT, Help Desk, and all people supporting the Process Manager features in Workforce Central.


• Use the various tools of Process Manager • Modify Function Access Profiles to allow Process Manager

functionality • Gain experience in running a Business Process for WTK • Setup and implement the Delegation of Authority Business

Processes

Audience • IS I IT Specialists

Prerequisites • None • Advanced Preparation-none

Duration: 2 hours Price: Kronos Knowledge Pass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This tutorial is accessed via Kronos Knowledge Pass TM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

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Course Title: Workforce Integration Manager 8.0 Basic Interface Programming ~


Audience: IT/IS

Description This instructor-led course is designed to provide you with basic knowledge and skills to use Workforce Integration Manager 6.x and 8.0 to interface with Workforce Central.

Through lecture, demonstrations and hands-on labs you will perform the. basic tasks of interfacing with Workforce Central. These tasks Include us1ng text file and database sources to create simple interfaces, defining sources, outputs, and record structure for the final output.

The tasks also include creating interfaces that use Workforce Central applications as the source of the data. Finally, you will also create interfaces that have Workforce Central as the output via the XML API.


• Execute interfaces within Workforce Central • Use the Interface Designer application to creates various types of

interfaces • Define database connections and reference them in an interface • Define mapped folders and reference them in an interface • Create interfaces that use the basic formatting and conversion actions • Define simple numeric and string calculations • Define variables and use them as actions • Create interfaces with Workforce Timekeeper as the source • Create various imports to Workforce Timekeeper using the Workforce

Central Import output type • Describe the API import process • Add and delete fields in the import links • Diagnose runtime errors • Configure the Last Run Summary report • Use the Workforce Central Transaction Assistant • Configure Function Access Profiles for interface users

Audience • Database Specialists • IS Specialists • Help Desk Specialists

Prerequisites • None, although experience with a programming language is

recommended • Advance Preparation-None

Delivery Type: Instructor Led Training Duration: 5 Days Price: $3,250.00 Course Level: Intermediate CPE: 30 Instructional Method: Group-Live

KRONos·


Course Title: Workforce Integration Manager Advanced Interface Programming ~


Audience: IT/IS

Description

This instructor-led course is designed to provide you with advanced programming techniques using Workforce Integration Manager 8.0. You will leam parsing techniques, date and time math, SQL commands for data manipulation, and field change tracking. You will also examine case studies of typical advanced interface building scenarios and complete a multi-step interface. This course combines lecture, demonstrations, and many hands-on practice exercises.


• Extract date parts using variables • Extract data using parsing techniques • Extract data using pattern matching in lookup tables • Perform Julian date conversions • Perform date and time calculations • Perform sorting and filtering tasks with SQL statements

Filter source data by using variables in SQL queries • Add custom fields to Workforce Connect output • Create multi-step interfaces

Audience • Database Specialists • IS Specialists • Help Desk Specialists

Prerequisites Workforce Integration Manager Basic Interface Programming

OR • Workforce Connect Basic Interface Programming

AND • Upgrading from Connect 6.0 to WIM

AND • At least three months experience with creating Workforce Connect

or Workforce Integration Manager interfaces • Ability to build a SQL query with WHERE, ORDER BY, GROUP BY

and common aggregate and comparison operators. You must also be able to use the INSERT, CREATE TABLE, and DROP TABLE commands

Delivery Type: Instructor Led Training Duration: 4 Days Price: $2,600.00 Course Level: Advanced CPE: 24 Instructional Method: Group-Live

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Course Title:

Audience:

Description

Workforce Activities 8.0 Implementation

Essentials ., ..

Project Team

This self-paced learning course prepares you to collaborate with the Kronos project team on the implementation of Workforce Activities. You will learn how to gather and prepare detailed and accurate activities-related data for use during the consultation with the Kronos project team. The knowledge you gain during this course is critical to ensuring an efficient Workforce Activities implementation for your organization.


• Describe activities related-business policies and procedures addressed by implementing Workforce Activities.

• Identify the activities-related business policies and data gathering needed to support management of grants and projects.

• List the project tasks and decisions you will be responsible for during the Momentum Plan and Assess phases for your organization's implementation of Workforce Activities.

• Gather your organization's activities related data to support an efficient Assess phase consultation with the Kronos project team.

Audience Project team members who enter, view, edit, approve, and track the organization's activities, and grants and projects, if applicable, and understand the related business requirements in order to collaborate on and approve the implementation plan for Workforce Activities.



Duration: 4-6 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This tutorial is accessed via Kronos KnowledgePass rM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

KRONOS

Course Title:

Audience:

Description


Workforce Activities 8.0 Configuring Activities

Project Team & IT/IS

This self-paced learning course prepares you to set up and maintain Workforce Activities, and grants and projects, if applicable, to track employee and resource tasks. The hands-on exercises provide you with an opportunity to practice the tasks covered in the course.

Objectives After completing this course, and using your organization's activities related business policies and procedures, you should be able to:

• Describe the Workforce Activities functionality as it pertains to your organization.

• Create and maintain activities, and grants and projects, if applicable, and their building blocks to support your organization's activities-related procedures.

• Create activity profiles to allow the appropriate employee and manager access to Workforce Activities.

• Create and maintain activity queries and activity query profiles to help employees, managers, and administrators locate activity records when working with timecards and the activity-related widgets.

• Define activity widget configuration options for viewing columns and scorecard icons in the activity widget.

• Define grant and project tracking widget configuration options for managing costs and hours against configurable targets

• Create the necessary forms that employees and managers use to enter activity information.

Audience The target audience for this course is individuals who set up, maintain, and use the Workforce Activities system including, but not limited to:

• Configuration Specialists

• Help Desk Specialists


Duration: 3 Days Price: Kronos KnowledgePass ™ subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This tutorial is accessed via Kronos KnowledgePass™. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

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Course Title:

Audience:

Description

Workforce Activities 8.0 Entering Activities Employee Training Kit :.~

Training Managers & Employees

The Workforce Activities 8.0 Entering Activities Employee Training Kit is designed to train your employees who work with Workforce Activities and grants and projects, if applicable. The kit includes training for employees who will perform transactions at Kronos Series 4000 terminals and Kronos lnTouch terminals.

Objectives After reviewing and tailoring the kit components (if applicable), you should be able to train employees to successfully perform the following tasks:

• Swipe a badge or enter a Personal Identification Number at a terminal

• Submit a form at a Kronos terminal • Submit a form using the Workforce Activities kiosk

• Enter activities, including grants and projects if applicable, in an hourly timecard using start and stop or durations

• Enter activities, including grants and projects if applicable, in a project timecard using durations

• Edit activities, including grants and projects if applicable, in the timecard • Approve activities

Audience The kit is designed for training managers or supervisors who train employees to enter activities-related data using the Kronos Series 4000 and In Touch terminals.


• User Instructions that provide information on tailoring the kit to support your training requirements

• Microsoft® PowerPoint® slideshows that explain how to submit Workforce Activities forms and perform other typical Workforce Activities tasks. You can tailor the PowerPoint to reflect your business practices.

• A sample job aid for employees • PowerPoint files for slideshows and sample job aids. You can tailor

these files to reflect your business practices.

• This kit can be used in conjunction with the In Touch and Series 4000 Terminal Entering Time Employee Training Kits


Duration: 2 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This kit is accessed via Kronos KnowledgePass TM.


KRONOS


Course Title: Kronos Enterprise Archive 8.0 Using Enterprise

Archive·•>'

Audience: IT/IS

Description This self-paced course includes an overview of the archiving process and how the Enterprise Archive tool works. It also includes job aids for the actual archiving tasks.


• Archive data from a production database to a non-production database

• Define an effective archive strategy for your organization


Prerequisites • Advanced Preparation-none

Duration: 1 hour Price: Kronos Knowledge Pass TM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This tutorial is accessed via Kronos Knowledge Pass rM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

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16

KRONOS

40

Course Title: Workforce Absence Manager Project Team Fundamentals: Attendance ~


Audience: Project Team

Description This instructor-led course prepares you to effectively collaborate with the Krenos project team on the assessment, design, and implementation of an attendance management program that meets your business requirements using Workforce Absence Manager. You will learn key concepts associated with attendance processes and policies, and how to recognize them. You will also learn how to gather and prepare complete and accurate data for your attendance processes and policies, and the implementation decisions you will need to make. Through a series of targeted demonstrations, the instructor will also introduce you to some of Workforce Absence Manager's attendance capabilities and the decisions you will need to make in designing your configuration. This knowledge is critical to ensuring an efficient implementation that accurately aligns work processes with the business needs of your organization.


• Analyze your organization's attendance processes in order to provide complete and accurate information for implementing the processes with Workforce Absence Manager

• Analyze your organization's attendance policies in order to provide accurate information concerning the policies for the Workforce Absence Manager implementation

Audience This course is designed for Project team members who will participate in meetings to assess your organization's attendance policies and processes for the Workforce Absence Manager implementation. Depending on the organization, this may include Human Resources staff and Operational Managers, as well as Payroll Staff and Application Administrators.


Other

Courses that are identified as introductory are equivalent to courses that offer basic skills and knowledge.

Delivery Type: Instructor Led Training Duration: Y, Day Price: $275 Course Level: Introductory CPE: 3 Instructional Method: Group-Live

KRONOS

Course Title:

Workforce Absence Manager 8.0

Workforce Absence Manager 8.0 Managing Attendance Policies ~


Audience: Project Team, IT/IS, HR, & Managers/Supervisors

Description This instructor-led course enables you to successfully monitor and administer employee attendance based on attendance policy rules. Through lecture, discussion, demonstration, and hands-on practice exercises, you will learn how to identify and apply timecard edits that affect attendance tracking, identify absence trends, view and forward automatically generated attendance documents, use the Attendance Editor to complete attendance actions and edit attendance events and actions.


• Identify timecard edits that affect attendance tracking • Monitor absence trends • View and forward automatically generated attendance documents • Respond to and modify attendance events and actions • Process attendance rules and view group edit results • Interpret attendance audit trail information

Audience

This course is designed for those responsible for managing attendance polices using Workforce Absence Manager. This course also provides those who administer Workforce Absence Manager with experience using the tools and processes they maintain in the application.

Prerequisites • Workforce Timekeeper Getting Started with WTK Tutorial -

Navigator • Workforce Timekeeper Managing Timecards Tutorial and Learning

Assessment- Navigator • Workforce Timekeeper Managing Schedules Tutorial and Learning

Assessment- Navigator OR • Workforce Timekeeper Managing Timecards and Schedules OR • Workforce Timekeeper Managing Timecards and Preparing for

Payroll OR • Equivalent experience

• Advance Preparation-None


Delivery Type: Instructor Led Training Duration: 1 Day Price: $500 Course Level: Introductory CPE: 6

Instructional Method: Group-Live

2

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Course Title: Workforce Absence Manager 8.0 Administering the Application: Attendance Ji1.J



Description This instructor-led course explains and demonstrates how to analyze written attendance policies and configure them using the attendance configuration building blocks. Through lecture, discussion, demonstration, and hands-on practice exercises, you will learn how to analyze a written attendance policy, configure the policy in Workforce Absence Manager, assign the policy profile to employees, test the policy, and maintain Workforce Absence Manager configuration components.


• Analyze written attendance policies • Configure and deploy attendance policies • Modify the Attendance Calendar • Create and upload document templates • Schedule the Attendance Processor

Audience This course is designed for those responsible for maintaining the configured Workforce Absence Manager application for attendance.

Prerequisites • Workforce Absence Manager Managing Attendance Policies • Advanced Preparation-None

Delivery Type: Instructor Led Training Duration: 1 Day Price: $600 Course Level: Intermediate

CPE: 6

Instructional Method: Group-live

KRONOS


Course Title: Workforce Absence Manager Configuring & Managing

Accruals~



Description This instructor-led course prepares you to configure and manage your organization's accrual policies-the policies associated with nonproductive time such as vacation or sick time-in Workforce Absence Manager. You willleam principles for configuring efficient, accurate policy implementations for new groups, as well as how to maintain and update existing configurations for current groups. The course blends lecture and demonstration with extensive hands-on practice.


• Assess your accrual policy implementation requirements • Design implementation solutions to support your accrual policy

requirements • Configure Workforce Accruals according to the designed

implementation • Test and validate your configured accrual policy implementation • Update your accrual policy implementation in response to policy

changes • Manage special updates to accrual balances

Audience This course is for those responsible for maintaining accrual policies in the configured Workforce Absence Manager application, including

• Configuration Specialists • Help Desk Specialists

Prerequisites • Workforce Timekeeper Managing Timecards and Preparing for

Payroll • Advance Preparation-None

Delivery Type: Instructor Led Training

Duration: 2 Days Price: $1,200 Course Level: Intermediate CPE: 12 Instructional Method: Group-Live

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Course Title: Workforce Absence Manager Project Team

Fundamentals: Leave ~ Course Number: 9994333·0

Audience: Project Team

Description

This instructor-led course prepares you to effectively collaborate with the Kronos project team on the assessment, design, and implementation of a leave management program that meets your business requirements using Workforce Absence Manager. You will learn key concepts associated with leave processes and policies, and how to recognize them. You will also learn how to gather and prepare complete and accurate data for your leave processes and policies, and the implementation decisions you will need to make. Through a series of targeted demonstrations, the instructor will also introduce you to some of Workforce Absence Manager's leave capabilities and the decisions you will need to make in designing your configuration. This knowledge is critical to ensuring an efficient implementation that accurately supports your organization's leave management program.

Objectives


• Analyze your organization's leave management processes In order to provide complete and accurate information for implementing the processes with Workforce Absence Manager

• Analyze your organization's leave policies in order to provide accurate information concerning the policies for the Workforce Absence Manager implementation

Audience

This course is designed for Project team members who will participate in meetings to assess your organization's leave processes and policies for the Workforce Absence Manager implementation. Depending on the organization, this may include leave Administrators, Benefits Managers and staff, as well as Operational Managers, Payroll Staff, and Application Administrators.



Delivery Type: Instructor Led Training Duration: 'h Day Price: $275 Course Level: Introductory CPE: 3

Instructional Method: Group-Live

KRONOS

Course Title:


Workforce Absence Manager 8.0 Managing Leave Policies~


Audience: Project Team, IT/IS, HR & Managers/Supervisors

Description This instructor-led course enables you to successfully administer leave policies, and track and monitor employee leave time based on leave policy rules. Through lecture, discussion, demonstration, and hands-on practice exercises, you will learn how to open a new leave case, determine an employee's leave eligibility, forward leave documents and change document statuses, track leave frequency and duration information from medical certifications, and manage and track the amount of leave time an employee takes.

Objectives


• Open a new leave case and respond to an employee's leave case request

• Determine eligibility for a leave case • Forward leave documents and change document statuses • Adjust and apply leave rules that determine paid and unpaid leave

takings and leave time • Track leave frequency and duration infonmation from medical

certifications • Manage and monitor paid and unpaid leave time • Respond to requests for additional leave time against an existing

leave case

Audience This course is designed for those responsible for managing leave polices using Workforce Absence Manager. This course also provides those who administer Workforce Absence Manager with experience using the tools and processes they maintain in the application.

Prerequisites • Workforce Timekeeper Getting Started with WTK Tutorial

Navigator • Workforce Timekeeper Managing Timecards Tutorial and Learning

Assessment- Navigator • Workforce Timekeeper Managing Schedules Tutorial and Learning

Assessment Navigator OR • Workforce Timekeeper Managing Timecards and Schedules OR • Workforce Timekeeper Managing Timecards and Preparing for

Payroll

• Advance Preparation-None

Other Courses that are identified as introductory are equivalent to courses that offer basic skills and knowledge. Delivery Type: Instructor led Training Duration: 1 Day Price: $500 Course Level: Introductory CPE: 6 Instructional Method: Group-Live

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Course Title: Workforce Absence Manager 8.0 Administering

the Application: Leave ~



Description This instructor-led course explains and demonstrates how to analyze written leave policies and configure them using leave configuration building blocks. Through lecture, discussion, demonstration, and hands-on practice exercises, you will learn how to analyze a written leave policy, configure the policy in Workforce Absence Manager, assign the policy profile to employees, test the policy, and maintain Workforce Absence Manager configuration components.


o Analyze written leave policies o Configure and deploy leave policies

o Modify the Leave Calendar

o Create and upload document templates

Audience This course is designed for those responsible for maintaining the configured Workforce Absence Manager application.

Prerequisites o Workforce Absence Manager Managing Leave Policies o Advance Preparation-None

Delivery Type: Instructor Led Training Duration: 1 Day Price: $600 Course Level: Intermediate

CPE: 6 Instructional Method: Group-Live

KRONOS


Course Title: Workforce Central8.0 Train-the-Trainer - 1 participant~

Course Number: 9999726-0, 9999726-1



o A welcome packet that provides guidance early in the implementation process on developing your Kronos training program.

o Access to adaptable course content (a course guide with exercises for managers; presentation files and job aids for employees) covering common tasks performed in Workforce Central. You can use this course content as the starting point for preparing training for your organization (a Knowledge Pass ™ subscription is required to access courseware materials).

o Workforce Central product training on manager-level tasks (optional).

o A follow-on consulting session that covers creating and implementing your Kronos training program, recommended training practices, and expert tips on adapting your Kronos training content (optional).

The Workforce Central product training included varies according to the Workforce Central modules included in Train-the-Trainer nrr,nro•m·

Workforce Absence Manager: Attendance

Workforce Scheduler (Core!)

Workforce Scheduler (Healthcare)

Workforce Scheduler with Workforce Forecast Manager (Retail)

Objectives

Public class: Workforce Absence Manager 8.0 Managing Attendance Policies

Public class: Workforce Scheduler 8.0 Creating & Managing Schedules for Healthcare

·Public class: Workforce Scheduler w!JNFF B. 0 Managing Forecasts and Schedules

After completing this program, you should be able to: o Strategize for your Workforce Central end user training rollout o Define and explain common Workforce Central tasks for managers

and employees in your organization o Adapt provided course content to meet the needs of end users in

your organization o Identify KnowledgePass resources to supplement and support your

training strategy o Prepare to deliver Workforce Central training content to end users

Audience Individuals responsible for delivering Workforce Central training to end users in the organization. This includes company trainers, project team members, super users or others within the company designated to deliver training. Prerequisites None Delivery Type: Instructor Led Training Duration: Varies depending on the Workforce Central modules included in your Train-the-Trainer program (see table above) Price: Varies depending on size of organization Course Level: Introductory CPE: 0 Instructional Method: Group-Live

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Course Title: Workforce Central 8.0 Train-the-Trainer - Privatel,i;:J

Course Number: 9999727-0, 9999727-1, 9999727-2, 9999727-3




• Access to adaptable course content (a course guide with exercises for managers; presentation files and job aids for employees) covering common tasks performed in Workforce Central. You can use this course content as the starting point for preparing training for your organization (a KnowledgePass™ subscription is required to access courseware materials).

• Workforce Central product training on manager-level tasks (optional). • A consulting session that covers creating and implementing your

Kronos training program, recommended training practices, and expert tips on adapting your Kronos training content (optional).


• Strategize for your Workforce Central end user training rollout • Define and explain common Workforce Central tasks for managers and

employees in your organization

• Adapt provided course content to meet the needs of end users in your organization

• Identify KnowledgePass resources to supplement and support your training strategy

• Prepare to deliver Workforce Central training content to end users


Prerequisites

None

Delivery Type: Instructor Led Training, Virtual Duration: The Train-the-Trainer program duration varies according to the Workforce Central modules included in your program:

• Workforce Timekeeper- 1 day Workforce Absence Manager: Attendance- 1 day Workforce Scheduler (Core)- 2 days Workforce Scheduler (Healthcare)- 3 days Workforce Scheduler with Workforce Forecast Manager (Retail)-2 days

Durations listed are the maximum duration -some organizations may complete their Train-the-Trainer session in fewer days based on participant familiarity with Workforce Central and/or training deployment. Price: Varies depending on size of organization Course Level: Introductory CPE: 0 Instructional Method: Group-Live

KRONOS

Course Title:

Audience:

Description


WAM 8.0 Requesting Leave Employee Training

Kit'"''

HR & Employees

This kit is designed to train employees on submitting their leave requests and requesting additional leave time for an opened leave case.


• Request leave • Request additional leave time for an open leave case

Audience The kit is designed for HR administrators who train employees on using self-service features in Workforce Absence Manager to request leave.


• Sample job aids for requesting leave time using Workforce Absence Manager.

• Microsoft® PowerPoint® files for sample job aids are also included so that you can tailor these files to reflect your business practices.

Prerequisites Microsoft PowerPoint skills are required to customize the contents of the kit.

Duration: 2 hours Price: Kronos KnowledgePass rM subscription required. Course Level: Introductory CPE: 0 Instructional Method: Self-Paced Method of deployment: This kit is accessed via Kronos KnowledgePass rM. For specific information, please contact Kronos Educational Services at 1-888-293-5549 or your Sales Representative.

6

45


I<RONOS 7

46

KRONOS 8

47

ADDENDUM TO GSA CONTRACT# GS-35F-0265X TERMS AND

CONDITIONS BETWEEN IMMIXTECHNOLOGY INC, AND SANTA FE

GOVERNMENT.

This Agreement, effective as of , is entered into by and between Immix

Technology ("Contractor") and The City of Santa Fe, collectively known as the

Parties ("Parties").

The Parties hereby agree to the following additional terms and conditions:

**Page ST-316: 'immixTechnology Rider to Product Specific License Terms and

Conditions (for U.S. Government End Users)' DOES NOT APPLY TO THIS PURCHASE.

WITH THE EXCEPTION OF THE AGREED-UPON AMENDMENTS BElOW, All

OTHER TERMS AND CONDITIONS OF GSA CONTRACT GS-35F-0265X REMAIN

UNCHANGED.

CHOICE OF lAW: In any action, suit or legal dispute arising from this Agreement,

the Contractor agrees that the laws of the State of New Mexico shall govern. The

parties agree that any action or suit arising from this Agreement shall be

commenced in a federal court of competent jurisdiction in New Mexico. Any

action or suit commenced in the courts of the State of New Mexico shall be

brought in the New Mexico Federal Districts Courts.

GOVERNMENT INDEMNITIES: This is an obligation in advance of an appropriation

that violates the New Mexico Constitution and the New Mexico Bateman Act (NM

Canst. Article 9, sec 12, and NMSA 1978, sec 6-6-11), since the City commits to

pay an unknown amount at an unknown future time. The violation occurs when

the commitment is made, i.e., when the agreement featuring this clause is

incorporated into a Government contract, and not when the clause is triggered.

All Manufacturer Specific Terms referencing customer indemnities are hereby

superseded.

CONTRACTOR INDEMNITIES: All Manufacturer Specific Terms that violate the

City's jurisdictional statute by requiring that the Government give sole control

48

over the litigation and/or settlement to the Contractor are hereby superseded.

Nothing contained in the Manufacturer's Specific terms shall be construed in

derogation of the City's right to defend any claim or action brought against the

U.S., pursuant to its jurisdictional statute.

RENEWALS: All Manufacturer Specific Terms that provide for automatic renewals

violates the New Mexico Constitution and the New Mexico Bateman Act (NM

Canst. Article 9, sec 12, and NMSA 1978, sec 6-6-11), since the City commits to

pay an unknown amount at an unknown future time. The violation occurs when

the commitment is made, i.e., when the agreement featuring this clause is

incorporated into a Government contract, and not when the clause is triggered.

CONFIDENTIALITY: Kronos, through Contractor, agrees to comply with the State

of New Mexico Inspection of Public Records Act IPRA.

LIMITED WARRANTY: Kronos, through Contractor, warrants that for the Term of

the Services, and any renewals, the Applications shall materially perform in

accordance to the technical specifications attached hereto as Exhibit B. Kronos'

sole obligation and Customer's sole and exclusive remedy for any breach of the

foregoing warranty is limited to Kronos' reasonable commercial efforts to correct

the non-conforming Services at no additional charge to Customer. In the event

that Kronos is unable to correct material deficiencies in the Services arising during

the Warranty Period, after using Kronos' commercially reasonable efforts to do

so, Customer shall be entitled to terminate the then remaining Term of the

Agreement as Customer's sole and exclusive remedy and will be reimbursed of

any fees paid in advance for services not received due to termination.

1. TERM:

1.1: Kronos, through Contractor, agrees that the Services shall be deemed to start

on the earlier of 120 days from receipt of the relevant order form or the date the

City is authorized to go live for production purposes (the Start Date).

Notwithstanding anything in the Agreement, billing of services shall commence

120 days from the execution of the initial order.

1.3(c ): If the order is Terminated for any reason, Kronos, through Contractor,

agrees to notify the City in writing within fifteen (15) days upon destruction of the

ordering activities historical data.

*1.4 (ADDED): In the event Kronos terminates the Service for convenience,

49

Kronos, through Contractor, shall provide the City with no less than one hundred

and eighty (180) days prior written notice.

2. FEES AND PAYMENT:

2.1: Notwithstanding anything in Section 2 of Section D of Attachment A (within

GSA Terms and Conditions), Kronos, through Contractor, agrees not to suspend

the Services for non-payment in the event of a good-faith payment dispute.

3.4: Kronos, through Contractor, provides a warranty guaranteeing the Services

will work to Kronos specifications during the term of the Agreement.

3.5: Notwithstanding anything in Section 3.5 of Section D of Attachment A (within

GSA Terms and Conditions), Kronos, through Contractor, agrees that updates to

the Applications will only be applied upon the City's request and on a schedule

mutually agreed upon by the parties.

4.3: Kronos, through Contractor, agrees that, for the duration of the Agreement,

the security methods used by Kronos to maintain the Hosting Environment meet

SSAE 16 SOC 1, SOC 2 and SOC 3 Compliance Standards to protect against

unauthorized access to the Hosting Environment by third parties.

8. EQUIPMENT:

8.2: Notwithstanding anything in Attachment A of the Agreement, Kronos,

through Contractor, agrees that all new equipment shall be shipped FOB

Destination with the Title passing to the City upon delivery.

10.1: Kronos, through Contractor, represents and warrants that the Services,

under normal operation as specified in the Documentation and when used as

authorized herein, will perform substantially in accordance with the

Documentation during the Term and any subsequent renewals.

11.2: Notwithstanding anything in Attachment A of the Agreement, Kronos,

through Contractor, agrees that the City may disclose confidential information as

required by the State of New Mexico State Inspection of Public Records Act

(IPRA).

Kronos Holidays:

Kronos holidays are as follows: New Year's Day; President's Day; Memorial Day;

50

Independence Day; Labor Day; Thanksgiving and the Friday after Thanksgiving;

and Christmas Day (or if any of the holidays fall on either a Saturday or Sunday,

the Friday before or Monday after, respectively.)

Support:

Customer shall receive Platinum level software support on the Services for the

Term of the Services.

TRAVEL:

Travel in support of this implementation, or otherwise requested by the City, will

be in accordance with NMSA 2.42.2 and City of Santa Fe Resolution NO. 2009-102.

The City will reimburse for travel costs as follows:

Partial day per diem rate: For travel which does not require overnight lodging,

but extends beyond a normal 8 hour work day as follows:

a) for less than 2 hours of travel beyond normal work day, none;

b) for 2 hours, but less than 6 hours beyond the normal work day, $12.00;

c) for 6 six hours, but less than 12 hours beyond the normal work day, $20.00;

d) for 12 hours or more beyond the normal work day, $30.00;

Overnight travel: Regardless of the number of hours traveled, travel where

overnight lodging is required shall be reimbursed at $135.00

Return from overnight travel: On the last day of travel when overnight lodging is

no longer required, partial day reimbursement shall be made. To calculate the

number of hours in the partial day, begin with the time the traveler initially

departed. Divide the number of hours traveled by 24. The hours remaining

constitute the partial day which shall be reimbursed as follows:

a) for less than 2 hours, none;

b) for 2 hours, but less than 6 hours, $12.00;

c) for 6 hours or more, but less than 12 hours, $20.00;

d) for 12 hours or more, $30.00.

51

Application Hosting:

1. Add the following to Section 1- Definitions of Attachment C- Application Hosting Addendum Supplemental:

"SLA(s)" means a service level agreement offered by Contractor for the Production Environment and attached to this Addendum as Exhibit A which contains key service maintenance standards and commitments that apply to the Program as detailed in the Service Description.

"SLA Credit" means the credit calculated in accordance with the SLA and offered by Contractor in the event of outages, interruptions or deficiencies in the delivery of the Program that result in a failure to meet the terms of the applicable SLA.

2. Add the following as Section 7.1 to Attachment C- Application Hosting

Addendum Supplemental:

7.1. SLA Credits, if any, which are due and owing to the Ordering Activity under an SLA for a particular month of the Program shall be included in the

Monthly Service Fee invoice issued by Contractor for the month following the month in which the SLA Credits were earned.

In the event that the Ordering Activity terminates Services and has an

unpaid SLA credit, the Contractor will reimburse the Ordering Activity for the amount of the credit.

3. Add the following as Section 11 to Attachment C- Application Hosting Addendum Supplemental:

11. SERVICE LEVEL AGREEMENT

ORDERING ACTIVITY'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OR DEFICIENCY OF SERVICE($) OR

FAILURE BY CONTRACTOR TO MEET THE TERMS OF AN APPLICABLE SLA, SHALL BE THE REMEDIES PROVIDED IN THE SLA; PROVIDED THAT ANY

REMEDIES OR CREDITS CONTAINED IN THE SLA ARE NOT AVAILABLE FOR

OUTAGES, INTERRUPTIONS OR DEFICIENCIES OCCURRING DURING ANY PERIOD IN WHICH ORDERING ACTIVITY IS IN BREACH OF THIS ADDENDUM OR THE LICENSE AGREEMENT. CONTRACTOR DISCLAIMS ANY AND ALL

52

OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS OR DEFICIENCIES OF SERVICES.

4. The Service Level Agreement is attached hereto as Exhibit A- Service Level Agreement (SLA).

Except as modified in this Amendment, all other terms and conditions of the

Agreement remain in full force and effect.

EXHIBIT A

SERVICE lEVEl AGREEMENT {SlA)

All references to Contractor in this Exhibit A should be read as "Contractor

(immixTechnology, Inc.), acting by and through its supplier, Kronos Inc."

Service level Agreement: The Services, in a production environment and as described in

the Statement of Work (aka Services Scope Statement), are provided with the service

levels described in this Exhibit A. SLAs are only applicable to production environments.

SLAs will be available upon Ordering Activity's signature of Contractor' Go Live

Acceptance Form for Ordering Activity'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 Ordering Activity in Ordering Activity's production

environment hosted by Contractor and end when Contractor has restored availability of

the Services. Failure to meet the 99.75% Application Availability SLA, other than for

reasons due to an Excluded Event, will entitle Ordering Activity to a credit as follows:

Actual Application Service Credit to be applied to

Availability% Ordering Activity's monthlv

( d . 1 d invoice for the affected month as measure m a ca en ar

53

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%

11 0utage 11 means the accumulated time, measured in minutes, during which Ordering

Activity is unable to access the Applications for reasons other than an Excluded Event. An

outage is deemed to have begun when Kronos detects such outage or is made aware of

the outage by the submission of a support ticket by the Ordering Activity.

"Excluded Event" means any event that results in an Outage and is caused by (a) the acts

or omissions of Ordering Activity, its employees, customers, contractors or agents; (b) the

failure or malfunction of equipment, applications or systems not owned or controlled by

Contractor, including without limitation Ordering Activity Content, failures or

malfunctions resulting from circuits provided by Ordering Activity, any inconsistencies or

changes in Ordering Activity'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 Ordering Activity personnel, including as a result of failure to provide

Contractor 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 Contractor

to maintain and update the Services, when necessary. During these Maintenance Periods,

the Services are available to Contractor to perform periodic maintenance services, which

include vital software updates. Contractor will use its commercially reasonable efforts

during the Maintenance Period to make the Services available to Ordering Activity;

however, some changes will require downtime. Contractor will provide notice for

54

planned downtime via an email notice to the primary Ordering Activity contact at least 72

hours in advance of any known downtime so planning can be facilitated by Ordering

Activity.

Currently scheduled Maintenance Periods for the Services are:

Monday through Friday 04:00am-06:00am (U.S. eastern time)

Saturday and Sunday 12:00 am-06:00am (U.S. eastern time)

Maintenance Periods include those maintenance periods mutually agreed upon by

Ordering Activity and Contractor.

"Monthly Minutes (MM)" means the total time, measured in minutes, of a calendar

month commencing at 12:00 EST am of the first day of such calendar month and ending

at 11:59 pm of the last day of such calendar month.

"Total Minutes Not Available (TM)" means the total number of minutes during the

calendar month that the Services are unavailable as the result of an Outage.

Limitations: Service Credits will not be provided if: (a) Ordering Activity is in breach or

default under the Agreement at the time the Outage occurred; or (b) the Outage results

from an Excluded Event. If Contractor does not provide the appropriate Service Credit as

due hereunder, Ordering Activity must request the Service Credit within sixty (60)

calendar days of the conclusion of the month in which the Service Credit accrues.

Ordering Activity waives any right to Service Credits not requested within this time

period. All performance calculations and applicable Service Credits are based on

Contractor records and data unless Ordering Activity can provide Contractor 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.

Ordering Activity acknowledges that Contractor manages its network traffic in part on the

basis of Ordering Activity's utilization of the Services and that changes in such utilization

may impact Contractor' ability to manage network traffic. Therefore, notwithstanding

anything else to the contrary, if Ordering Activity significantly changes its utilization of the

Services than what is contracted with Contractor and such change creates a material and

55

adverse impact on the traffic balance of the Contractor network, as reasonably

determined by Contractor, the parties agree to co-operate, in good faith, to resolve the

issue. Kronos agrees to notify Ordering Activity within 24 hours of a confirmed breach of

Ordering Activity's Content.

Performance: Kronos designs each customer's Cloud environment for optimal

performance based on customer solution, number of employees, and use case. Kronos

monitors the environment for critical thresholds to proper manage performance.

Customer controls application configuration and Kronos can't commit to specific

performance standards based on customer configuration and transaction response time.

If the Program is not meeting expectations Kronos will allow for termination without

penalty or cause if Customer communicates in writing 3 deficiencies within a 6 month

period and any recurring issue impacting core business process is not cured.

Prior to go-live customer will perform User Acceptance Testing and Kronos will perform a

system validation testing to ensure proper levels of performance. In the event of subpar

performance or performance degradation Kronos will provide commercial reasonable

efforts to work with customer to determine root cause and remedy issue or provide

workaround.

56

Exhibit 8

Technical Specifications

57

Time Entry and Approval The system shall provide the ability to enter time in the following ways:

PR.16 Web-based, employee-self service; Critical s PR.17 Manual entry at a workstation; Critical s PR.18 Batch entry at a work station; and Critical s PR.19 Other user-defined. Critical s PR.20

The system has the ability to enter and Critical s

view time via a Mobile App.

The system has the ability to support the PR.21 concurrent use of different types of Critical s

devices for data collection.

The system has the ability to perform data PR.22 validation upon the completion of all time Critical s

entries.

The system has the ability to display a PR.23 complete list of error messages for an Critical s

entry (i.e., not only the first error).

The system has the ability to allow online PR.24 corrections to be made to postings Critical s

suspended due to validation errors.

PR.25 The system has the ability to enforce full

Critical s edit/validation rules for all updates.

The system has the ability to provide edits to ensure that timesheet entry is

PR.26 completed and required approvals have Critical s been received before submitting to automated payroll processing.

The system has the ability to handle

PR.27 schedule/department/job changes

Critical s retroactive to reported time being entered.

The system has the ability to display

PR.28 employee accrual balances on time entry

Critical s screen to consolidate and simplify time entry.

The system has the ability to provide the PR.29 option to restrict entries by Critical s

inactive/terminated employees.

PR.30 The system has the ability to record

Critical s employee's approval of a timesheet.

PR.31 The system has the ability to designate a

Critical s Managers may enter time on an back up for employees that are unable to employee's behalf.

58

enter or approve their time {e.g. due to sick leave). The system has the ability to secure the

PR.32 timesheet data from any updates or Critical s changes after a designated sign-off. The system has the ability to prevent

PR.33 employees from making duplicate time Critical s entries. The system has the ability for an employee

PR.34 to record time for multiple positions,

Critical s whether for concurrently held positions, or as a result of a mid-period transfer. The system has the ability to restrict time

PR.35 reporting codes entered by employees to Critical s those selected for the employee's group. The system has the ability to require

PR.36 online approval of time by managers and Critical s supervisors. The system has the ability to process and

PR.37 approve time sheets and time reports in a Critical s decentralized and electronic format. The system has the ability to route {through workflow) timecards to multiple

PR.38 managers/supervisors (including Finance

Critical s Department) for review, edit1 and approval (i.e., in instances where employee has worked for multiple managers). The system has the ability to allow

PR.39 management review of timecards on the Critical s detail and summary levels. The system has the ability to notify

PR.40 employees and/or a supervisor of rejected Critical s timecard (via workflow).

Is PR.41 The system has the ability to allow

Critical employees to submit leave requests. The system has the ability to validate leave

PR.42 requested or leave time entered by Critical s employees or designated time reporter.

PR.43 The system has the ability to notify

Critical s employees of rejected leave requests. The system has the ability to designate a

PR.44 back-up for timecard and leave requests Critical s approval (e.g., when a typical approving

59

manager/supervisor is not available).

PR.45 The system has the ability to require

Critical s electronic signatures for time approval.

The system has the ability to allow PR.46 overtime approval to occur prior to or Critical s

after the work has been performed.

The system has the ability to hold data

PR.47 entered on-line in a suspense or pending

Critical s file until approved electronically and released for processing.

The system has the ability to allow

PR.48 managers/supervisors to edit employee

Critical s timecards with appropriate authorization and workflow.

The system has the ability to allow

PR.49 managers to perform mass edits on

Critical s employee timecards with appropriate authorization and workflow.

The system has the ability to notify PR.SO employees of any edits to their reported Critical s

time.

The system has the ability to process mass PR.Sl absences at the City, Department, Division Critical s

or user-defined level.

The system has the ability to store time and attendance history data, including (but not limited to):

PR.52 Employee name; Critical s PR.53 Employee ID number; Critical s PR.54 Dates; Critical s PR.SS

Time/leave, including time and Critical s

type (e.g. overtime, vacation, etc.);

PR.56 Manager/Supervisor approval

Critical s history; and

PR.57 Position at the point in time. Critical s The system has the ability to store time

PR.58 and attendance history for an indefinite

Critical s amount of time, to be specified by the organization.

PR.59 The system has the ability to

Critical s accommodate Fair Labor Standards Act

60

I (FLSA) laws based on the City's current pay codes.

PR.60 The system has the ability to adhere to all

Critical s current Local, State, and Federal laws. The system has the ability to coordinate usage of City specific absence types with regulated leave types when appropriate.

PR.61 (i.e. when sick time is taken that is also an Critical s FMLA event, eligibility for both is reduced either simultaneously or consecutively, as per City policies.)

PR.62 The system has the ability to convert leave

Critical s balances based on a user-defined ratio. The system has the ability to associate

PR.63 specific letters, forms and other Critical s documents to appropriate leave types. The system has the ability to capture

PR.64 additional information associated with

Critical s time entry, such as projects, grants, and tasks. The system has the ability to link labor

PR.65 distribution to Project Accounting, Grant Critical s Management, etc. The system has the ability to validate labor

PR.66 distribution field values through an

Critical s integrated link to the source module/application. The system has the ability to provide an

PR.67 optional lookup window that presents all Critical s the valid choices for that field.

The system has the ability to support multiple time sheet layouts that including but not limited to the following:

PR.68 Salaried view where only exception

Critical s time (e.g. time off) is entered;

Hourly view where all hours worked PR.69 are reported, but where hours worked are Desired s

reported in time in/out format;

PR.70 Hourly format where hours worked

Critical s are reported in elapsed hours; and

Salaried view where the predicted PR.71 number of hours worked are pre- Critical s

populated and displayed on the screen for

61

the user to override.

The system has the ability to disable the

PR.72 right for lower level users to modify the

Critical s time sheets once time sheets have been approved. The system has the ability to allow users to A combination of keyboard and navigate the time sheet with only mouse functionality is utilized.

PR.73 keyboard use, and access a quick help Critical s screen showing all keyboard functions directly from the time sheet. The system has the ability to notify employees or managers/supervisors when they have not submitted or approved time

PR.74 sheets. The system must be able to send Critical s additional e-mail alerts escalating the issue to higher level individuals or designated backup individuals. The system has the ability to generate an email alert that includes a custom subject

PR.75 line or body of the message, with links to

Critical s the appropriate screen in the application or URLs to other systems where the user may have to take action.

·· .. 0 ;>~:' ~.;~f; 1 ~·;~1 .. ·:x~ c······•····.· •. •··· .......... ·.··•··· •. 4"'--C· "::;;+:,.,;·"· .... ; . .,;;.. t.l~~······ ... ·• · ..•. ;. ··fc:•· {( ... · ... •.f.A···J 0f; •• ;ri·;~;:. ·, •··· ... •·····~··;).':>~· ~·J"

The system has the ability to capture and track leave for multiple leave types, including but not limited to:

PR.76 Vacation (used and unused); Critical s PR.7 Sick leave with pay; Critical s PR.78 Sick leave without pay; Critical s PR.79 Sick leave accrued; Critical s

PR.80 Sick leave donations (made to

Critical s staff);

PR.8 Workers' Compensation; Critical s PR.8 Injury Leave; Critical s PR.83 Holiday; Critical s PR.84 Floating holidays; Desired s PR.85 Personal days; Critical s

PR.86 Compensatory (non-exempt

Critical s employees only);

PR.87 FMLA Injury Leave; Critical s PR.88 FMLA Vacation Leave; Critical s

62

PR.89 FMLA Sick Leave; Critical s PR.90 FM LA Camp Leave; Critical s PR.91 FMLA Holiday Leave; Critical s PR.92 Leave of absence without pay; Critical s PR.93 AWOL; Critical s PR.94 Longevity; Critical s PR.95 Union Business Leave; Critical s PR.96 Safety and Wellness Leave Critical s PR.97 Military leave with pay; Critical s PR.98

Military leave without pay Critical s

(typically, active duty); PR.99 Funeral/bereavement leave; Critical s PR.l~T Professional leave; Desired s PR.10 Personal leave; Critical s PR.102 Administrative leave; Critical s PR.103 Emergency leave; Desired s PR.104 PTO bank leave; Critical s

PR.105 Civic duty leave (jury duty, witness

Critical s duty};

PR.106 Short term disability (paid medical

Critical s leave); I

PR.107 Long term disability; and Critical s PR.108 Other user-defined. Critical s PR.109

The system has the ability to track all types Critical s

of leaves of absence in user-defined units.

PR.110 The system has the ability to capture and

Critical s maintain breaks in service.

PR.111 The system has the ability to account for

Critical s all leave time at varying accrual rates. The system has the ability to automatically

PR.112 track FMLA and Military leave based on Critical s Federal requirements. The system has the ability to track and

PR.113 maintain shared leave detail including (but

Critical s not limited to} donating employee, receiving employee, leave balances. The system has the ability to

PR.114 accommodate partial leave accrual on a

Desired s temporary and/or permanent basis (e.g., during intermittent FMLA leave). The system has the ability to

PR.115 accommodate cumulative (rollover) and Critical s non-cumulative (use-it-or-lose-it) leave

63

accruals.

The system has the ability to set a PR.116 maximum for cumulative (rollover) leave Critical s

accruals.

The system has the ability to provide automatic notification to employees if the

PR.117 employee has accrued leave that is set to Desired s expire (e.g. use it or leave it time balances) based on user defined parameters.

The system has the ability to maintain PR.118 leave accrual schedules, containing leave Critical s

type and accrual rates.

The system has the ability to temporarily PR.119 suspend leave accrual (e.g., during unpaid Critical s

leave).

The system has the ability to require accrual balances to automatically transfer

PR.120 between 11Current year" and 11prior year" Critical s banks at designated transfer points, with the option for a maximum balance.

The system has the ability to require accruals are able to be accrued on any

PR.121 frequency, including, but not limited to,

Critical s daily, each holiday, weekly, bi-weekly, semi-monthly, monthly, quarterly, semi-annually, annually.

The system has the ability to require that accrual balances for the future must be

PR.122 automatically computed for any future Critical s dates in real-time, enabling projected balances for a future date to be viewed.

The system has the ability to calculate PR.123 liability for unused earned leave at regular Critical s

intervals and on demand.

The system has the ability to track and PR.124 calculate the value of lost earned time at Critical s

regular intervals and on demand.

The system has the ability to alert PR.125 managers/supervisors on leave usage Critical s

exceptions.

The system has the ability to allow a PR.126 system generated flag to be configured for Critical s

the expiration of a certain leave type.

64

The system has the ability to perform PR.127 advanced time tracking which includes the Critical s

ability to accumulate overtime. The system has the ability to accrue PTO

PR.128 leave time every pay period for all Critical s qualified employees (on a work status). The system has the ability to provide

PR.129 separate user-defined accrual processes

Critical s by leave type (such as vacation, camp, sick, and personal time}. The system has the ability to define and

PR.130 enforce user-defined rules for holiday

Critical s accrual for employee groups and types as defined by system administrator.

The system has the ability to set and

PR.131 maintain leave and vacation accrual

Critical s schedules by job class (or other user-defined classification). The system has the ability to accrue sick

PR.132 and vacation time at the end of a user

Critical s specified period (e.g., day, week, pay period, or month}. The system has the ability to

PR.133 accommodate partial leave accrual for

Critical s part-time employees based on actual time worked. The system has the ability to deduct

PR.134 military, vacation, and/or personal leave

Critical s time if not used by year end, with option to override with appropriate security. The system has the ability to define and

PR.135 enforce user-defined rules for PTO time

Critical s and annual leave usage in accordance with City policy.

PR.136 The system has the ability to administer all

Critical leave in accordance with City policy units .

•. •.·.· •. ",, •.• <··· ..•...•. • .•• ;c····.··•··· . : ;.·: ..... ··.·•· · ~eave Requests > .,..... ·,; •• i ·•·•··•· • > .! / \ • < ,,,; i?:~'.;{

The system has the ability to provide a PR.137 web-interface for leave request submittal Critical s

by employees. The system has the ability to provide a set

PR.138 of qualifying questions for Leave Requests Critical s that collects information necessary to

65

determine if the leave can be approved under any qualified leave program.

The system has the ability to perform workflow functions for electronic approval to approve leave requests including but not limited to:

PR.139 Request submittal; Critical s PR.140

Manager(s)/Supervisor(s) Critical s

review/decisioning; PR.141 Request status monitoring; Critical s PR.142

Notification of request Critical s

approval/decline; and

PR.143 Other user-defined. Critical s The system has the ability to allow letters,

PR.l44 forms and other documents to be Critical s incorporated into a workflow.

PR.145 The system has the ability to set limits and

Critical s qualifying conditions on use of leave time.

The system has the ability to project an PR.146 employee's leave balance, considering any Critical s

future entitlements and existing requests.

The system has the ability to provide

PR.147 proper levels of data encryption for data

Critical s that is considered private to the employee and subject to HIPAA.

The system has the ability to show the employee and supervisor whether the time off requested will actually be

PR.l48 available at the future date, when Critical s considering all other approved time off and any other accrued time off in the meantime that is scheduled to occur.

The system has the ability to notify user of PR.l49 attempt to submit leave request where Critical s

accrued time is less than requested time.

The system has the ability to allow City-

PR.lSO identified supervisor(s) override for leave

Critical s requests where accrued time is less than requested time based on system security.

The system has the ability to restrict or PR.lSl allow sick and vacation leave to be used Critical s

only after it is earned.

66

The system has the ability to send an alert/notification to employee and

PR.152 supervisor when accrual Critical s maximum/minimum for leave time(s) is approaching.

The system has the ability to allow real-

PR.153 time access to accumulated sick and

Critical s vacation time, based on access level of the user.

PR.154 The system has the ability to view leave

Critical s request in a calendar view format.

The system has the ability to provide

PR.155 managers/supervisors with a calendar

Critical s view of all scheduled leave for all employees under their purview.

PR.156 The system has the ability to interface

Critical N with MS Exchange calendar.

· .. c Attendance Tracking ' '

.·.

The system has the ability to compare PR.157 absence time with scheduled work time to Critical s

detect absence conditions.

The system has the ability to track FMLA

PR.158 used and FMLA available (based on hire

Critical s date, length of service, and hours of FMLA previously taken).

The system has the ability to flag various

PR.159 attendance conditions, including in early,

Critical s in late, out early, out late, and unexcused absences.

The system has the ability to track FMLA PR.160 for intermittent as well as non- Critical s

intermittent FMLA cases.

The system has the ability to track FMLA PR.161 against any of the four (4) year definitions Critical s

permitted.

The system has the ability to track all PR.162 FMLA and/or state leave absences that are Critical s

open at once.

The system has the ability to support the reclassification of prior period time off to

PR.163 FMLA, with a full audit trail and automatic Critical s update of all balances and applicable pay calculations.

67

The system has the ability to provide PR.164 numerous canned reports related to all Critical s

aspects of absence tracking.

The system has the ability to conduct ad-PR.165 hoc queries of absence data, without the Critical s

need of table join information.

68

CITY OF SANTA FE: CONTRACTOR:

-~8-NAME & TITLE VA--ue•tt,.,; 12-. I~A-w

~ \ (LL~4U"-DATE: Cj );L;/ /(!

- 7 t

JAVIER. M. GONZALES, MAYOR

DATE·._---------------------CRS#: 03140957001

Santa Fe Business ATIEST: ion # 1 to 1 4-D fo7 8 I

YOLANDA Y. VIGIL, CITY CLERK

AS TO FORM:

KELLEY A BRENNAN, CITY

APPROVED:

OSCAR RODRIGUEZ, FINANCE DIRECTOR

32139/530710, 570100, 510340

Business Unit/Line Item:

69

ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY)

~ 09/13/2016

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT

MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. 4.AME:

I rffc. No): 5080 Spectrum Dr., Suite 900E }lJgN~o Ext): (469) 232-2100 Addison, TX 75001 E-MAIL

ADDRESS: ----INSURER(S) AFFORDING COVERAGE_ I NA!~

INSURER A :Great Northern Insurance Company I 2o3o3 INSURED INSURER B :Trumbull Insurance Company I 27120 Arrow Electronics, Inc. and Subsidiaries; immixGroup, Inc.; immixTechnology Inc.; EC

- ___ ]~ ~~;:~- -

America INSURER c :Twin City Fire Insurance Company 9201 E. Dry Creek Road

INSURER D :Federal Insurance Com pan}' ______ Centennial, CO 80112 --~··~---- - ---- -- -·-Sherrie King INSURER E: I

INSURER F: I COVERAGES CERTIFICATE NUMBER·LQ82420L REVISION NUMBER·

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR --rADDJjS1TBRI LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER llOLICY EFF(} I crOLICY Ex~, I

MM/DD/YYYY i MM/DD/YYYY LIMITS

A X COMMERCIAL GENERAL LIABILITY 13529-06-51 06/15/2016 06/15/2017 EACH OCCURRENCE s 2,000,000

~ tJ CLAIMS-MADE 0 OCCUR

I DAMAGE-TO-RENTED -

PREMISES fEa occurren~ s 2,000,000

x Contractual Liability

I MED EXP (Any one person) s 10,000

-X Host Liquor PERSONAL & ADV INJURY I s 1,000,000

- ·---

GEN'L AGGREGATE LIMIT APPLIES PER: ;;~;;;;,., "'"'~ ,,000,000

~ POLICY 0 j~8-r D LOG PRODUCTS- COMP/OP AGG $ 2,000,000 ---- ------

I OTHER: $

A AUTOMOBILE LIABILITY 73576409 06/15/2016 06/15/2017 ~~NED SINGLE LIMIT Is 2,000,000 - l~!L

X ANY AUTO BODILY INJURY (Per person) 1 $ - .---

I

---·-·--·······-·······-----············-----~-------~--------· ALL OWNED SCHEDULED BODILY INJURY (Per accident) S

- AUTOS 1--- AUTOS ~Ffrv-oAMAGE 1 s X X NON-OWNED

HIRED AUTOS AUTOS - 1--- Per accidelill_ __

!S I

D X UMBRELLA LIAB M OCCUR 17965-68-42 06/15/2016 06/15/2017 EACH OCCURRENCE s 10,000,000

-10,000,000 EXCESS LIAB CLAIMS-MADE

I AGGREGATE s

OED I X I RETENTION s 10,000 -·--·--

is B WORKERS COMPENSATION 146WNS16404 (AOS) 01/01/2016 01/01/2017 ...2UlrER I lOTH-c AND EMPLOYERS' LIABILITY i46WBRS16405 (WI} TATUTE ER

YIN __EO_:_L. EACH ACCIDEN~--~~_L_ __ 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE 0

I OFFICER/MEMBER EXCLUDED? N NIA --·----··----·--··~-·-

(Mandatory in NH) _EO_:_~- DISEASE- EA EMPLOYEE I S 1,000,000 If yes, describe under i E.L. DISEASE- POLICY LIMIT I s 1,000,000 DESCRIPTION OF OPERATIONS below

I li Is IS

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

RE: RFP #16/22/P

The City, its officers, employees and agents shall be named Additional Insured as their interest may appear and to the extent as required by written contract. In the event of cancellation or non-renewal of the policies 30 days written notice shall be provided to Certificate Holder.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

City of Santa Fe ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Office Attn: Robert Rodarte 2651 Siringo Road, AUTHORIZED REPRESENTATIVE

ci,~-Building "H" Santa Fe, NM 87505

Page 1 of 1 © 1988-2014 ACORD CORPORATION. All nghts reserved.

ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD

70

immixTechnology, Inc. a subsidiary of (t immixGroup

GeneralS ervices Ad1ninistration

Federal Supp!J Service

Authorized FederalS ~pp!J Schedule Price list

GS-35F-0265X

Period C01;ered i:J' Contract:· ]Vfarch 3) 2011 throug!J Februa~J' 25) 201 7

Price!ist current tbrou<-~17 A1od(fication # 1637) dated}tme 6) 2016.

71


A l> Tf!ORIZED /:\'FOR l!/1 T/0 \' r!X'fl \'0 UJGY SCIIUJl!U:' PNICEL!ST Gf:'\I:'NAt Pl. RI'OS!:'

COM!\!ERC/41_ INFORJI·1TIOS TI£1/,WnO(;} '1/'MHi\'T, SOFTIFil N E AVD Sl:R I '/Cic~~·

132-8 132-12 132-32 .. 132-33 132-34. 132-50 132-52.

Products/Services

Purchase of New Equipment Equipment Maintenance

. .. "".. . . Term Software Licenses Perpetual Software Licenses

. """.Maintenance of Software as a Service Training Courses

"" .. Electronic Commerce Services 132·53 . .. . . .... . . . "Wireless Services 132·62 ........... HSPD-12 Products and Service Components

Note All non-professional labor categories must be incidental to and used solely to support hardware. software and/or professional services. and cannot be purchased separately.

End User Computers/Desktop Computers Laptop/Portable/Notebook Computers Servers Optical and Imaging Systems

FSC Class 7025.. . .... Input/Output and Storage Devices Printers Display Network Equipment Other Communications Equipment

Devices including Magnetic Storage, Magnetic Tape and Optical Storage Other Input/Output and Storage Devices, Not Elsewhere Classified

FSC Class 7035 ADP Support Equipment ADP Support Equipment

FSC Class 7042 ... Mini and Micro Computer Control Devices Microcomputer Control Devices

FSC Class 5805 ........ Telephone and Telegraph Equipment Telephone Equipment Audio and Video Teleconferencing Equipment

FSC Class 5810 ....................... Communications Security Equipment and Components

Communications Security Equipment FPDS Code N070. ... ........ .... . . Other

Installation Deinstallation Reinstallation

NOTE' Installation must be incidental to, in conjunclion with and in direct supp01t of the products sold under SIN 132-8 of lh1s contract and cannot be purchased separately If the constructton, alteration or repair is segregable and exceeds $2,000, then the

of the Davis-Bacon Act apply In applying the Davis-B<1CC>n Act, ordering acliviiies are required lo incorporate wage rate determmations into orders, as applicable.

SIN 132-12 ·EQUIPMENT MAINTENANCE

GS,35F-0265X

SIN 132-32 TERM SOFTWARE LICENSES

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades rn function and teclmology to maintain the operability and usability of the software product It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-iine help libraries and FAQs (Frequently Asked Questions). hosted chat rooms. and limited telephone, email and/or web-based general technical support for user's self diagnostics.

,9of)ware mainten(lnce as a product does NOT ingLude the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service- which is catagorized under a difference SIN (132-34).

FSC Class 7030 ..... .. .. Information Technology Software

NOTE: Offerors are encouraged to identify within their software items any component interfaces that suppolt open standard interoperability An item's interfaces may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interlaces may be identified by reference to an intetface registered in the component registry located at .hltp.llwww.core.gov

SIN 132-33- PERPETUAL SOFTWARE LICENSES

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email andfor web-based general technical support for user's self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration. etc. of a software package. These examples are considered software maintenance as a servrce.

FSC Class 7030 .,.,.Information Technology Software

NOTE: Offerors are encouraged to identify within their software items any component intedaces that supp01t open standard interoperability. An item's intetface may be identified as interoperable on the basis of participal1onm a Government agency~sponsored program or in an independent organization program. Interlaces may be reference to an intedace registered in the component located at i;Up/lv.w•·\·.core. qov

132-34- MAINTENANCE OF SOFTWARE AS A SERVICE

Software maintenance as a service creates, designs, implements. and/or integrates customized to software that solve one or more problems and is not with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical exper1ise wh•ch are charged commercially.

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immixTechnology/ Inc.

Software maintenance as a service is billed arrears in accordance with 31 U.S.C 3324.

SIN 132-50 ·TRAINING COURSES (FPDS Code U012)

SIN 132-52- ELECTRONIC COMMERCE (EC) SERVICES

FPDS Code D304 .... Value Added Network Services (VANs)

SIN 132-53 -WIRELESS SERVICES

FPDS Code D304.. ..Wireless Services (Excluding local and long distance voice, data, video, and dedicated transmission services which are NOT mobile.)

Paging Services Cellular/PCS Voice Services

SIN 132-62- HSPD-12 PRODUCT AND SERVICE COMPONENTS (FPDS 0399)

Personal Identity Verification (PIV) Credentials and Services. This facilitates trusted physical and electronic access to government facilities and networks using smart card technology. PIV Credentials and Services is a key enabler of identity assurance for access control and protects Federal facilities and information systems from unauthorized access. interception, and tampering.

('ON TR,I CTO N

immixTechnology, Inc. 8444 Westpark Drive

Suite 200 Mclean, VA 22102

Phone: 703.752-0610 Email: [email protected]

Contract Number: GS-35F-0265X

Period Covered by Contract: March 3, 2011 through February 25, 2017

General Services Administration Federal Acquisition Service

Products and ordering mfo1mation in this Authorized Information Technology Schedule Price/is! are also available on the GSA Advantage' System (11/lp.//www.qsaadvantaqe.qov).

JAH!L OF ('0.\TI:V JS

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS... . ............... 3

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY NEW EQUIPMENT (SPECIAL ITEM NUMBER 132-8).... . ......... 9

TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT. RADIO/TELEPHONE EQUIPMENT, (AFTER EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY

GS-35F-0265X

GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT (SPECIAL ITEM NUMBER 132·12) ....... 11

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

.. '"" 13

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132-50) .... 17

TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC COMMERCE (EC) (SPECIAL IDENTIFICATION NUMBER 132· 52). ·········· 18

TERMS AND CONDITIONS APPLICABLE TO WIRELESS SERVICES (SPECIAL ITEM NUMBER 132-53).... . 20

TERMS AND CONDITIONS APPLICABLE TO AUTHENTICATION PRODUCTS AND SERVICES (SPECIAL ITEM NUMBER 132-62).... .. 21

SUGGESTED FORMATS FOR BLANKET PURCHASE AGREEMENTS. . ........ 23

BASIC GUIDELINES FOR USING "CONTRACTOI~ TEAM ARRANGEMENTS".. ... . .... . . . 24

CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS.. .. ....... 25

fN FORM. I T/0:\' FOR ORDI:'R t.W; .·H T/ HT/ /:S AJ'PUCHJI.f:' TO .-1/.L SJ'fo'CJ/fl. ITC.\1 \'l'\IIJI:RS

SPECIAL NOTICE TO AGENCIES Small Business Participation

SBA strongly supports the pariicipation of small business concerns in the Federal Acquisition Service. To enhance Small Business Participation SBA policy allows agencies to include in lheir procurement base and goals, the dollar value of orde1s expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

Exceeding the micropurchase threshold. FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage I"' on-line shopping service (www.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage'"' and the Federal Acquisition Service Home Page (www.gsa.gov/fas) contain information on a broad array of products and services offered by small business concerns

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small. small disadvantaged. and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micropurchase threst10ld, customers are to give preference to small business concerns when two or

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more items at the same delivered price wrll satisfy their requirement.

1. GEOGRAPHIC SCOPE OF CONTRACT:

Domestic delivety is delivery within the 48 contiguous states, Alaska, Hawaii. Puerto Rico. Washington, DC. and U.S. Territories. Domestic delivery also includes a port or consolidation point. within the aforementioned areas. for orders received from overseas activities.

The Geographic Scope of Contract will be domestic delivery only.

2. CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION:

a. Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written orders under this contract. The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). In addition, bank account information for wire transfer payments will be shown on the invoice.

b. The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance:

703·752-0610 or [email protected]

3. LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to Ordering Activity personnel or damage to Ordering Activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279: Block 9: G. Order/Modification Under Federal Schedule Contract Block 16: Data Universal Numbering System (DUNS) Number: 098692374 Block 30: Type of Contractor is: Other than Small Business Block 31: Woman-Owned Small Business· No Block 37: Contractor's Taxpayer Identification Number (TIN): 54-1912608 Block 40: Veteran Owned Small Business (VOSB): NIA

4a. CAGE Code: 3CA29

4b. Contractor has registered with the Central Contractor Registration Database.

5. FOB DESTINATION

6. DELIVERY SCHEDULE

a. destination wilhm thirty (30) calendar days after receipt of order

unless set forth otherwise on Attachment 8 to this pricelist appended hereto and incorporated herein.

b. URGENT REQUIREMENTS: \Nhen the Federal Supply Schedule contract delivery period does not meet the bona fide urgent deiivery requirements of an orderi1g activity. ordering activities are encouraged, if time to contact the Contractor for the purpose of accelerated delivery. The

GS-35F-0265X

Contractor s11all reply to the inquiry wrthin 3 workdays after receipt (Telephonic replies shall be confirmed by the Contractor rn wrrting.) If the Contractor offers an accelerated delivery lime acceptable to the Ordering Activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance witl1 all other terms and conditions of the contract

deducted.

a.

b.

PROMPT PAYMENT: 0%- Net 30 days from receipt of invoice or date of acceptance, whichever is later. QUANTITY. None unless otherwise specified in the

c. VOLUME. None unless otherwise specified in the pricelist.

d.

e.

GOVERNMENT EDUCATIONAL INSTITUTIONS. Government Educational Institutions are offered the same discounts as all other Government customers. OTHER None unless ot11erwise specified in the pricelist.

8. TRADE AGREEMENTS ACT OF 1979, as amended:

All items are U.S. made end products. designated country end products, Caribbean Basin country end products. Canadian end products. or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

Not available within the scope of this contract.

10. SMALL REQUIREMENTS:

The minimum dollar value of orders to be issued is $100.00.

11. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.)

a. The Maximum Order value for the following Special Item Numbers (SINs) is $500,000: Special Item Number 132-8 • Purchase of Equipment Special Item Number 132·12- Equipment Maintenance Special Item Number 132-32 Term Software Licenses Special Item Number 132-33- Perpetual Software Licenses Special Item Number 132-34 · Maintenance of Software as a Service Special Item Number 132-52- Electronic Commerce (EC) Services Special Item Number 132-53- Wireless Services

b. The Maximum Order value for the following Special Item Numbers (SINs) is $25.000: Special Item Number 132-50 · Training Courses

c. The Maximum Order value for the following Special Item Numbers (SINs) is $1,000.000 Special Item Number 132-62 HSPD-12 Product and Service Components

use Regulation (FAR) 8.405 placing an order or

oclohloohmN a SPA for supplies or services. These procedures schedules.

l"age 4

74

immixTechnologyf Inc.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work. b. FAR 8.405-2 Ordering procedures for services requinng a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS:

the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

Information Tectmology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by I he U.S. Department of Commerce, Nationallnslitule of Standards and Technology {NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road. Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address. or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS):

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act Ordering information and information concerning the availability of FEDSTDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L'Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899. telephone number (301 )975-2833

14. CONTRACTOR TASKS f SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003)

(a) Security Clearances: The Contractor may be required to obtainfpossess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under tile Multiple Award Schedule.

(b) Travel The Contractor may be required to travel in performance of orders rssued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and

FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(c) Certifications, Licenses and Accreditations As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice. the Contractor may be required lo obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel

(f) Organizational Conflicts of Interest· Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor's participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency's order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency's order.

(i) Government-Furnished Property As specified by the agency's order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies' operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government's obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer

(1<.) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as iden!lfied in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:

any one or more by it under this contract. may exercise ttle same

rights tennmBtion as rnighllhe GSA Contracting Officer under provisions of FAR 52.212~4, paragraphs (I) Tenninaiion for the

75

immixTechnology, Inc. ,1 '>!ih'-akny of {i immixG~u.;p ------

ordering activity's convenience, and (m) Termination for Cause (See 52.212-4)

16. GSA ADVANTAGE! GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage I will allow the user to perform various searches across all contracts including, but not limited to: (1) manufacturer; (2) manufacturer's Part Number; and (3) Product categories. Agencies can browse GSA Advantager by accessing the Internet World Wide Web utilizing a browser (ex.: NetScape). The Internet address is http//www.gsaadvantage.gov

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items. noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(1).

For administrative convenience, an Ordering Activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The Ordering Activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a. For the purpose of this contract. commitments, warranties and representations include, in addition to t11ose agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract

19. OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation and maintenance of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below

a. In place of an installation or delivery date for products, a shipping date shall be specified on the order.

b. Point of Exportation for all other overseas locations. In place of a delivery/installation date for equipment or software. a shipping date shall be specified on the order. The Contractor shall pay for shipment to a CONUS APO/FPO. At the option of the Ordering Activity, F.O B. will be Point of Origin, with freight prepaid and invoiced. Authorization for all shipping, export, and other charges must be included on the ordering activity order. All such charges are outside the scope of this contract.

c. All orders will be accepted on a case-by-case basis for requirements outside the basic geographic scope of this contract.

Upon request of the Contractor, the Ordering Activity may provide the Contractor with logistics support. as available, in accordance with all applicable Ordering Activity regulations. Such Ordering Activity support will be provided on a reimbursable basis. and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the Ordering Activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering Activities shall follow FAR 8.405-3 when creat1ng and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting. i.e .. each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

orders; 22. INSTALLATION, DEINSTALLATION, REINSTALLATION

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration. physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature. description, drawings and/or specifications furnished by the Contractor

GS-35F-0265X

The Davis-Bacon Act (40 U S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United Slates or the District of Columbia is a party for construction. alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnisl1rng of supplies. equipment. or services. For example. the requirements do not apply to simple installation or alleration of a

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public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies. The Ordering Activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the Ordering Activity at the lime a request for quotations is made for applicable construction classified installation. deinstallation, and reinstallation services under SIN 132-8 or 132-9

23, SECTION 508 COMPLIANCE

If applicable. Section 508 compliance information on the supplies and servrces offered in this contract will be supplied by Contractor or Manufacturer (see definition below) upon request via email at the following address: [email protected]

The EIT standard can be found at: W\Wi.Sec!ion508.govl.

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an Ordering Activity. shall follow the terms of the applicable schedule and authorization and include with each order -(a) A copy of the authorization from the Ordering Activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and (b) The following statement: This order is placed under written authorization from dated ___ . In the even! of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract. the latter will govern

25. INSURANCE-WORK ON A GOVERNMENT INSTALLATION (JAN 1997){FAR 52,228-5)

(a) The Contractor shall, at its own expense. provide and maintain during the entire performance of this contract. at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained, The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective-

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives writ!en notice to the Contracting Officer. whichever period is longer.

(c) The Contractor shall insert the substance of this clause. including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. SOFTWARE INTEROPERABILITY

Offerors are encouraged to identify within their software items any interfaces that support open standard interoperability

interface may be identified as interoperable on the basis of participatinn in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at bJlQJ~.\1.\.'J.COre.ggy

27. ADVANCE PAYMENTS A payment under this contract to provide a service or deliver an article for the United States Government may not be more than t11e value of the service already provided or the article already delivered. Advance or pre-payment rs not authorized or allowed under this contract. (31 U.S.C 3324)

28. PARTIAL SHIPMENTS Contractor will attempt to ship all orders complete, however,tiiiS is not always possible. Ordering Activities are advised that partial shipments may occur and Contractor will invoice partial shipments separately. The Ordering Activity must pay for each shipment as Invoiced. If the Ordering Activity does not wish to accept a partial shipment. the agency should specify that the order is to ship complete on the Agency Purchase Order.

29. INTEGRATION The Non-Disclosure provisions set forth in Section 9b.(7), !he IP Infringement provisions set forth in Section 9b.(9) and the Limitation of Liability provisions set forth in Section 3c. of the Terms and Conditions Applicable to Term Software Licenses (Special Item Number 132-32), Perpetual Software Licenses {Special Item Number 132-33) and Maintenance as a Service (Special Item Number 132-34) of General Purpose Commercial Information Technology Software are hereby incorporated into and made a part of the terms applicable to all SINs

30. GLOSSARY OF DEFINITIONS

a. "Contractor" means immixTechnology, Inc.

b. "Contractor and its affiliates'' and "Contractor or its affiliates" refers to the Contractor. its chief executives, directors. officers, subsidiaries, affiliates. subcontractors at any tier, and consultants and any joint venture involving the Contractor. any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

c. "Manufacturer" shall mean a manufacturer, supplier or producer of Equipment (as defined below) or a publisher or developer of Software or related Training Materials (as defined below) provided to Contractor through a letter of supply to be licensed or sold to Ordering Activities under this contract.

d. "Ordering Activity'' shall mean, 1) any entity authorized to use GSA sources of supply and services as set forth in GSA Directive ADM 4800.2H or such later issued version. and 2) any entity acting on behalf of an Ordering Activity pursuant lo a properly issued letter of authorization Section 24 above -"Prime Contractor Ordering From Supply Schedules" under Information for Ordering Activities applicable to All Special Item Numbers

31, RESPONSIBILITIES OF CONTRACTOR The parties understand and agree that Contractor acts as a reseller of all Equipment, Software, Documentation, and seNices offered under this contract. With regard to Equipment. Software. and Documentation, Contractor that it has the requisite right and authority under reseller agreements with the Manufacturers to offer the products and grant the rights specified in this contract, and Manufacturers shall have no pnvity ol

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immixTechnology, Inc

contract with an Ordering Activity hereunder. With regard to services. while some or all of the services ordered hereunder may be physically pertormed by Manufacturer, Service Provider. or other third-party personnel (as is specified under applicable SINs) acting under a subcontract or similar arrangement with Contractor. and while the scope and price of suct1 services are defined by the applicable provider's policies {such as Maintenance Services Policies, Electronic Commerce Service Policies, or W1reless Services plans). Contractor remains solely responsible to the Ordering Activity for all such performance.

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78


TERMS /IN!> CO:VD!TfOi\S ?l!'f'Lf( A/fL I: TO Pl!RCH4.W:: OJ·· GEVFNAI. I' UN POS F

COJ1MEHC!Af. !SFORJ/ .. 1 T/0/\ TIJ'JIAOU)(,')' ;\L'W EQUIPML':XT

(SPLCIU" I!EM NU\!Iii:R


a. "Documentation" shall mean Manufacturer's then current help guides, specifications and operating manuals issued by Manufacturer and made generally available by Manufacturer for the Equipment whether on-line or in hard copy.

b. "Equipment" shall mean the computer hardware identified on Attachment 8 to this schedule pricelist.

2. MATERIAL AND WORKMANSHIP

All Equipment furnished hereunder must substantially perform the function for which it is intended as set forth in the accompanying Documentation.

3. ORDER

Written orders, EDI orders (GSA Advantager and FACNET), credit card orders. and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract. the Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPAs. telephone orders are permissible.

4. TRANSPORTATION OF EQUIPMENT

FOB DESTINATION. Prices cover Equipment delivery to destination, for any location within the geographic scope of this contract

5. INSTALLATION AND TECHNICAL SERVICES

a. INSTALLATION. When the Equipment provided under this contract is not normally self-installable, the Contractor its Manufacturer or other authorized service provider's technical personnel shall be available to the Ordering Activity. at H1e Ordering Activity's location, to install the Equipment and to train Ordering Activity personnel in the use and maintenance of the Equipment The charges, for such services are listed by Manufacturer, in the schedule pricelist

b. OPERATING AND MAINTENANCE MANUALS. The Contractor or its Manufacturer shall furnish the Ordering Activity with one (1) copy of all Documentation, which is normally provided with the Equipment being purchased. For Documentation only available on-line. Contractor or its Manufacturer shall provide Ordering Activity access lo such Documentation.

6. INSPECTION/ACCEPTANCE

substantially conform to requirements of Ill is contract and the applicable Manufacturer's Documentation. Therefore, items delivered shall be deemed accepted upon delivery to Ordering Activity's designated receiving facility. The Ordering Activity reserves the right to or test any equipment that has been delivered. The Ordering may require repair or replacement of nonconforming equipment at no 1ncrease in contract price. The ordering activity must exercise ils post·

acceptance rights (1) within the applicable warranty period as set forth below; and (2) before any substantial change occurs in the condition of the item. unless the change is due to the defect in the item.

7. WARRANTY

a. Unless specified otherwise in this contract, the warranties extended to the Ordering Activity for Equipment and Documentation, and the exclusions and disclaimers applicable to such warranties, shall be as set forth on Attachment A to this schedule pricelist (Contractor Supplemental Pricelist Information and Incorporated Terms). Notwithstanding anything to the contrary that may be marked on or provided with the Equipment or Documentation, the pariies understand and agree that such warranties, exclusions and disclaimers follow the applicable Manufacturer's standard commercial warranties. exclusions and disclaimers but are provided to the Ordering Activity by the Contractor. who will be responsible lo the Ordering Activity for all compliance, service and remedies thereunder.

b. Limitation of Liability

i) Exclusion of Consequential Damages. EXCEPT FOR A) A CLAIM OF IP INFRINGEMENT HEREUNDER, OR B) AS PROVIDED IN SUBSECTION (b)(fli) BELOW, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ii) limitation of Direct Damages. Except for a) a claim of IP lnfringernenl. hereunder, or b) as provided in subsection (b)(iii) below, the aggregate and cumulative liability of Contractor for damages hereunder shall in no event exceed the amount of fees paid by Ordering Activity under the order giving rise to such liability, and if such damages relate to particular Equipment such liability shall be limited to fees paid for the relevant Equipment.

iii) Non·Applicability to Statutory or Regulatory Rights. Nothing herein shall operate to impair or prejudice the U S. Government's right (a) to recover for fraud or crimes arising out of or relating to (his contract under Federal fraud statute. including without limitation the False Act (31 USC §§3729 through 3733). or (b) to express remedies provided under any FAR GSAR or Schedule 70 solicitation clauses incorporated into this contract, including without limitation the GSAR 552.215-72 Price Adjustment- Failure to Provide Accurate Information (August 1997) or GSAR 552.238 75 Price Reductions (May 2004) Alternate I (May 2003).

c. Inspection and repair of defective Equipment under this warranty may be performed. at the option of !he Contractor, at a service facility/plan! authorized by the Contractor. The Ordering Activity may not return defeclive Equipment to the Contractor, lhe Manufacturer or its authorized service provider for repair or replacement without prior consultation and instruchon.

8. PURCHASE PRICE FOR ORDERED EQUIPMENT

The purchase price that the Ordering Aclrvity will be charged will be the Ordering Activity purchase price in effect at the time of order placement (which shall not exceed the price agreed to at the time of award of the GSA Schedule contract, as may be revised from time to time a contract modification agreed to and issued by the GSA contracting or the Ordering Activrty purchase price in effect on the date (or delivery date when installation is not less. Provided, however. that the Ordering

--------.. ----------~·--·------·--·-----·-·-·----------.. ------·--··---.. ----·-·--·---·----·------·--------·-·---· .. GS-35F-0265X Page 9

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immixTechnology, Inc. immixSr6,._0

entitled to a lower price if the installation date is no longer than thirty (30) days after the date of order placement

9. RESPONSIBILITIES OF THE CONTRACTOR

regulations {Federal, this character. and shall all costs. if any. of such compliance in the prices quoted in !his offer.

10. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT

an Technology Equipment be replaced, the Ordering Activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6}, and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).

GS-35F·D265X Page 10

80


TFR!l1S 1i\D CONIJ/llO:\'S. II' PUC WU: TO M,lf!vTEi\'.+\'CJ-:, NEPAJI( SI:'RI'!Ch'ANf) Nl:'fJHR

PARTS/SPARE PARTS !'OR GOITRN,ltE:VTOWNFIJ GHNEIUL PI.'RPOSE COH.IlERC!.lL /.\'FORMATION !EC/!:VOLOGI' i:'QUII'Ml::XT. RAD!O/TELEPH0\'1:· DJl'IPML\'1~ (.! FT!:R lo'XPIRA T!O:V OF GU-1 R/INTLE/11', tRR.-1\'Tl'

f'IWI ISIO•VS ,IN f)/OR /I'll EN !?EQl I Rh'D S'I:,RV/(L JS NOT COJ ERED HJ' GU.1R. L\T!:'l:/W!RN,fVTl' PROUSIONS) ·L\'D FOR U:',1SD) EQUIPMCYT

l'lFM /VUMBLR 132-

1. GLOSSARY OF DEFINITIONS a:-«<ocumentation" shall mean Manufacturer's then current help guides, specifications and operating manuals issued by Manufacturer and made generally available by Manufacturer for the Equipment whether on-line or in hard copy.

b. "Maintenance Services" shall mean the services provided by Contractor through an applicable Manufacturer under this contract in accordance with the Manufacturer's then current Maintenance Services Policy.

c. "Maintenance Services Policy" shall mean the commercial terms describing a Manufacturer's standard maintenance and support offerings. policies and procedures for its Equipment, a copy of which is set forth in Attachment A to this schedule pricelist

d. "Equipment" shall mean the computer hardware identified on Attachment B to this schedule pricelist.

2. SERVICE AREAS

a. The types/levels of maintenance. geographic scope of availability, and applicable rates vary by Manufacturer and are generally set forth in an applicable Manufacturer's Maintenance Services Policy. If any additional charge is to apply because of distance from the Contractor's service locations. the mileage rate or other distance factor shall be negotiated at the Task Order leveL

b. When repair services cannot be performed at the Ordering Activity installation site, the repair services will be performed at the Contractor's, Manufacturer's or authorized service provider's plant(s).

3. MAINTENANCE ORDER a. Agencies may use written orders. EDI orders, credit card orders, or BPAs. for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt. exceplthat confirmation of orders shall be considered automatic for renewals for maintenance (Special item Number 132-12). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of lime not longer than 120 calendar days. If the order is not confirmed by the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor.

b. The Contractor shall honor orders for Maintenance Services for the duration of the contract period or a lessor period of time. for the Equipment shown in the schedule pricelist. Maintenance Services shall commence on a mutually

date. which will be written into the maintenance orders shall not be made effecltve before t11e

GS-35F-0265X

expiration of any applicable ma111tenance and parts guarantee/warranty period associated with tile purchase of Equipment. Orders for Maintenance Service shall not extend beyond the end of the contract period.

c. Maintenance Services may be discontinued by the Ordering Activily on thirty (30) calendar days written notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty (30) caiendar days from the date on the notification. However. the Ordering Activity extend the original discontinuance date upon written notice lhe Contractor. provided that such notice is furnished at least ten (1 0) calendar days prior to the original discontinuance date

d. Annual Funding. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period. or at the end of the contract period, wllichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required. if maintenance is to continue during any remainder of the contract period.

e. Cross-year Funding Within Contract Period Wllere an Ordering Activity's specific appropriation authority provides for funds in excess of a 12 month, fiscal year period, the Ordering Activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

f. Ordering Activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of Maintenance Services, if maintenance is to be terminated at that time. Orders lor continued maintenance will be required it maintenance is to be continued during the subsequent period

4. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS

are under the scope of this schedule contract.

5. LOSS OR DAMAGE a. When the Contractor. through the Manufacturer, or its authorized service provider removes equipment to its establishment lor repairs. the Contractor shall be responsible for any damage or loss. from the time the Equipment is removed from the Ordering Activity installation. unt;l the equipment is returned to such installation.

b. When Equipment is returned by Ordering Activity to the Contractor through the Manufacturer's or its authorized service provider's facility for repairs, the Ordering Activity shall be responsible for any loss or damage to the Equipment being returned by the Ordering Activrty for repair. Contractor shall only be responsible for any loss or damage while the Equipment is at the Contractor's or its Manufacturer's or authorized service provider's facility and until it is returned to the Ordering Activity's location.

6. a. through the Manufacturer or its authorized service provider shall provide Maintenance Services for all Equipment listed herein. as requested by the Ordering Activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to ihe Equipment types/models within the scope of this Information Technology Schedule.

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b. Equipment placed under Maintenance Service shall be in good operating condition.

( 1) In order to determine that the Equipment is in good operating condition. the Equipment shall be subject to inspection by the Contractor through the Manufacturer or its authorized service provider without charge to the Ordering Activity.

(2) Costs of repairs performed for the purpose of placing the Equipment good operating condition shall be borne by the Contractor. provided the Equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order.

(3) If the Equipment was not under the Contractor's responsibility, the costs necessary to place the Equipment in proper operating condition shall be borne by the Ordering Activity. in accordance with the provisions of Special Item Number 132-12 (or outside the scope of this contract).

(4) Contractor shall have nc obligation to provide Maintenance Services for Equipment that has been modified by Ordering Activity, is in disrepair or subject to any other exclusions as set out in Manufacturer's Maintenance Services Policy.

7. RESPONSIBILITIES OF THE ORDERING ACTIVITY a.

to Equipment such Equipment is under purview of a maintenance order, unless agreed to by the Contractor. The Ordering Activity will follow Contractor's designated procedures when returning Equipment to Contractor's. Manufacturer's or its authorized service provider's facility for repairs.

b. Subject to security regulations, the Ordering Activity shall permit access to the Equipment, which is to be maintained or repaired by Contractor. Manufacturer or its authorized service provider.

c. If the Ordering Activity desires a factory authorized/certified service personnel then this should be clearly stated in the task or delivery order.

8. a. m warranty. through Manufacturer's or its authonzed service provider's repair service personnel shall complete repairs as soon as reasonably possible after notification by the Ordering Activity that service is required.

b. If the Ordering Activity task or delivery order specifies factory authorized/certified service personnel then the Contractor is obligated to provide such factory authorized/certified service personnel for the Equipment to be repaired or serviced, unless otherwise agreed to in advance between the Ordering Activity and the Contractor.

9. MAINTENANCE RATE PROVISIONS a. For Equipment under monthly Maintenance Services, the Contractor shall bear all costs of maintenance, including labor. parts, and such ot11er expenses as are necessary to keep the Equipment in good operating condition, provided that the required are not occasioned by fault or negligence of the Ordering

b. REGULAR HOURS. The basic monthly rate for each make and model of Equipment shall entitle the Ordering Activity

to the Maintenance Services as set forth in the applicable Manufacturer's Maintenance Services Policy.

c. AFTER HOURS. Should the Ordering Activity require that maintenance be performed outside of Regular Hours. charges for such maintenance. if any, wiil be specified in the pricelist or in the applicable Manufacturer's Maintenance Services Poiicy. Periods of less than one hour will be prorated to the nearest quarter hour.

d. TRAVEL AND TRANSPORTATION. If any charge is to apply, over and above the regular maintenance rates. because of the distance between the Ordering Activity location and the Contractor's service area, the charge will be negotiated at the Task Order level

e. QUANTITY DISCOUNTS. Quantity discounts from listed Maintenance Services rates for multiple Equipment owned and/or leased by a Ordering Activity are not provided under this schedule contract unless otherwise specified by a Manufacturer in the pricelist.

10. REPAIR SERVICE RATE PROVISIONS Repair service rate fees and prov:sions for Equipment not under monthly Maintenance Services are not available under the scope of this schedule contract.

11. REPAIR PARTS/SPARE PARTS RATE PROVISIONS Repair parts/spare parts rate provisions after the expiration of the guarantee/warranty provisions are not available under the scope of this schedule contract.

12. GUARANTEE/WARRANTY-REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS Guarantee/warranty-repair parts/spare parts after the expiration of the guarantee/warranty provisions are not available under the scope of this schedule contract.

13. INVOICES AND PAYMENTS Invoices for Maintenance Services shall be submitted by the Contractor on a quarterly or monthly basis. after the completion of such Maintenance charges must be paid in arrears (31

3324). PROMPT PAYMENT DISCOUNT. IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

Payment for Maintenance Services of less than one month's duration shall be prorated at 1130th of the monthly rate for each calendar day.

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CO,\!MERC/,.1 !_ 1.\'FOR.lf,.l T/0.\' TEC!I:WJU)Ci !' SOFTIF~IRL


a. "Documentation" shall mean Manufacturer's then current help guides, and manuals issued by Manufacturer and made generally available by Manufacturer for the Software whether online or in hard copy. Documentation shall include any updated Documentation that Manufacturer provides with any updates.

b. "Maintenance Services" shall mean the Software maintenance and support services provided by Contractor through an applicable Manufacturer under this contract in accordance with the Manufacturer's then current Maintenance Services Policy.

c. "Maintenance Services Policy" shall mean the commercial terms describing a Manufacturer's standard Software maintenance and support offerings, policies and procedures, a copy of which is located on Attachment A to this schedule pricelist.

d. "Software" shall mean (i) the version of the computer program identified on Attachment 8 and (ii) updates to such programs.

2. INSPECTION/ACCEPTANCE

The Contractor shall only deliver those items ordered that substantially conform to the requirements of this contract and the Software's Documentation. Therefore, items delivered shall be deemed accepted upon delivery. The Ordering Activity reserves the right to inspect or test any Software that has been delivered. The Ordering Activity may require repair or replacement of nonconforming Software at no increase in contract price. The Ordering Activity must exercise its post-acceptance rights (1) within the warranty period as set forth below; and (2) before any substantial change occurs in the condition of the Software, unless the change is due to the defect in the Software.

3. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, the warranties extended to the Ordering Activity for Software and Documentation, and the exclusions and disclaimers applicable to such warranties, shall be as set forth on Attachment A to this schedule pricelist (Contractor Supplemental Pricelist Information and Incorporated Terms). Notwithstanding anything to the contrary that may be marked on or provided with the Sofuvare or Documentation, the parties understand and agree that such warranties, exclusions and disclaimers follow the applicable Manufacturer's standard commercial warranties, exclusions and disclaimers but are provided to the Ordering Activity by the Contractor. who will be responsible to the Ordering Activity for all compliance, service and remedies thereunder.

b. Limitation of Liability.

i) Exclusion of Consequential Damages. EXCEPT FOR A) A CLAIM OF tP INFRINGMENT HEREUNDER, OR B) AS PROVIDED IN (b)(iii) BELOW, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF

GS-35F-0265X

PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES provided however. that in the event Ordering Activity makes unauthorized copies of the Software, Contractor shall be entitled to recover the full amount of any license fees that would relate to such copies.

ii) Limitation of Direct Damages. Except for a) a claim of IP Infringement hereunder, or b) as provided in (b)(iii) below, the aggregate and cumulative liability of Contractor and licensors for damages hereunder sl1all in no event exceed the amount of fees paid by Ordering Activity under the order giving rise to such liability, and if such damages relate to particular Software or Maintenance Services, such liability shall be limited to fees paid for the relevant Software or Maintenance Services giving rise to the liability.

iii) Non-Applicability to Statutory or Regulatory Rights. Nothing herein shall operate /o impair or prejudice the U.S. Government's right (a) to recover for fraud or crimes arising out of or relating to this contract under any Federal fraud statute, including without limitation the False Claims Act (31 USC §§3729 through 3733), or (b) to express remedies provided under any FAR, GSAR or Schedule 70 solicitation clauses incorporated into this contract. including without limitation the GSAR 552.215-72 Price Adjustment- Failure to Provide Accurate Information (August 1997) or GSAR 552.238-75 Price Reductions (May 2004) Alternate I (May 2003).

4. TECHNICAL SERVICES

A hot line technical support number for the purpose of providing user assistance and guidance to the Ordering Activity in the implementation of the Software may be provided as part of Maintenance Services.

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined:

1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums. on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user's self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service

Software Maintenance as a product is billed at the time of purchase

2. Software Maintenance as a Service (SIN 132-34)

Software maintenance as a service creates, designs. implements. and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to· person communications regardless of the medium used to r:ommunicilte: telephone support, on-line technical support, customized support. and/or teclmical expertise which are

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immixTechnology, Inc. <1 c.ub,,idt.uy of @- irnmix(J:ouv

charged commercially. Software maintenance as a se!Vice is billed arrears in accordance with 31 U.S.C. 3324.

Software maintenance as a se!Vice is billed in arrears in accordance with 31 U.S.C. 3324.

b. If purchased by Ordering Activity, Contractor, through the applicable Manufacturer, shall provide Maintenance Se!Vices for the Software pursuant to the applicable Manufacturer's then current Maintenance Se!Vices Policy. Fees or rates for such Maintenance SeiVices are set forth in Attachment B.

c. Invoices for maintenance se!Vice shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324) for Maintenance as a Se!Vice. PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

6. PERIODS OF TERM LICENSES (SIN 132-32) AND MAINTENANCE (SIN 132-34)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

b. Term licenses and/or maintenance may be discontinued by the Ordering Activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance. the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an Ordering Activity's specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the Ordering Activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the inteiVening fiscal years.

e. Ordering Activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

Conversion from term licenses to perpetual licenses for any or all Software is not available under the scope of this contract.

Outside the scope of this contract, the Ordering Activity may contact the Manufacturer directly to discuss the permissibility, costs and operation of such conversion(s). Contractor agrees to reasonably assist Ordering Activity in this regard

8. TERM LICENSE CESSATION

If a term Software license granted hereunder terminates for any reason, Ordering Activity shall (i) cease using the applicable Software, Documentation, and related Confidential Information, and (ii) certify to Contractor within thirty (:30) days after termination that Ordering Activity has destroyed. or has returned

GS-35F-0265X

to Contractor or its Manufacturer the Software, Documentation. related Confidential Information of Contractor and all copies thereof. whether or not modified or merged into other materials.

9. UTILIZATION LIMITATIONS -(SIN 132-32, SIN 132-33, AND SIN 132-34)

a. Software acquisition is limited to commercial computer software defined in FAR Part 2.1 01.

b. When acquired by the Ordering Activity, commercial computer Software and related Documentation shall be subject to the following:

(1) Title to and ownership of the Software and Documentation shall remain with the Contractor or its Manufacturer or licensors, unless otherwise specified. Contractor and its Manufacturers rese!Ve all rights in and to the Software and Documentation not expressly granted to Ordering Activity herein.

(2) United States Government Legends. The Software, Documentation and any other technical data provided hereunder is commercial in nature and developed solely at private expense. The Software is delivered as "Commercial Computer Software" as defined in DFARS 252.227-7014 (June 1995) or as a "Commercial Item" as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in Manufacturer's standard commercial license for the Software. Technical data is provided with limited rights only as provided in DFAR 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable.

Contractor grants Ordering Activity only those utilization rights (and rese!Ves the same utilization limitations) as specified in the applicable Manufacturer's commercial license terms, a description of which is set forth on Attachment A to this schedule pricelist and incorporated herein.

Notwithstanding the forgoing, Contractor acknowledges and agrees that Ordering Activity shall have the minimum restricted rights as set forth in b( 4) below

(3) Except as is provided in paragraph 8.b(2) above, the Ordering Activity shall not provide or otherwise make available the Software or Documentation. or any portion thereof, rn any form, to any third pariy without the prior written approval of the Contractor. Third parties do not include prime Contractors. subcontractors and agents of the Ordering Activity who have the Ordering Activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed Software and Documentation only in accordance with these restrictions. This provision does not limit the right of the Ordering activity to use Software, Documentation, or information therein, which the Ordering Activity may already have or obtains without restrictions.

(4) The Ordering Activity shall have the right to use the computer Software and Documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery. the Ordering Activity has the right to transfer the Software to another site if the Ordering Activity site for which it is acquired is deemed to be unsafe for Ordering Activity personnel; to use the computer Software and Documentation with a backup computer when t11e primary computer is inoperative; and to copy computer Software for safekeeping (archive) or backup purposes; to modify the software and documentation or combine it with other software.

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immixTechnology, Inc. ___ ''_· ···_"'_''_idJcH}' o! 0 irnmixC:o,:o

provided that the unmodified portions shall remain subject to these restrictions.

(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

(6) The Software and Documentation hereunder is offered by the Contractor under licenses customarily provided to the public. The Contractor does not furnish technical information related to commercial computer Software (or commercial computer software Documentation) that is not customarily provided to the public. Further, the Contractor does not relinquish rights to use, modify, reproduce, release, perform, display, or disclose commercial computer Software (or commercial computer Software Documentation) except as mutually agreed to by the parties. See 48 CFR 12.212.

(7) Nondisclosure. Ordering Activity may have access to information that is confidential to Contractor or its Manufacturers ("Confidential Information"). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Contractors Confidential Information shall include, but not be limited to, the Software, Documentation. all materials provided to Ordering Activity in the course of performing Maintenance Services hereunder, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, and the terms and pricing hereunder, regardless of whether such information is identified as confidential. Confidential Information includes all information received from third parties that Contractor is obligated to treat as confidential.

Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other pa11y's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party's Confidential Information tn addition, if Ordering Activity recommends to Contractor additional features, functionality, or performance or if Contractor retains generalized information hereunder that Contractor or its Manufacturer subsequently incorporates into its product or service offerings, then with respect to such recommendations and information, Ordering Activity hereby (a) grants Contractor a worldwide, non-exclusive, royalty-free, perpetual right and license to use and incorporate such recommendations and such information into such offerings. and (b) acknowledges that all right and title to such offerings incorporating such recommendations and information shall be the sole and exclusive property of Contractor or its Manufacturer and all such recommendations and information shall be free from any confidentiality restrictions that migl1t otherwise be imposed upon Contractor pursuant to this section

Further. this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority.

Ordering Activity shall not disclose the results of any performance tests of the Software to any t11ird pa1iy wit11out Contractor's prior

written approval. Ordering Activity agrees to hold Confidential Information in confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of these Terms and Conditions. Ordering Activity acknowledges and agrees that, due to the unique nature of Confidential Information. there can be no adequate remedy at law for breach of this section. and that such breach would cause Irreparable harm to Contractor; therefore, Contractor shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it mrght have at law or under these terms and conditions.

(8) Verification. At Contractor's written request, but not more frequently than annually. Ordering Activity shall furnish Contractor with a document signed by Ordering Activity's authorized representative verifying that the Software is being used pursuant to the provisions of this contract. To the extent permitted by and subject to an Ordering Activity's security requirements (including, but not limited to, use of cleared personnel, badging and other requirements). Contractor reserves the right to audit Ordering Activity's use of t11e Software no more than once annually at Contractor's expense. Contractor shall schedule any audit at least thirty (30) days in advance. Any such audit shall be conducted during regular business hour at Ordering Activity's facilities and shall not unreasonably interfere with Ordering Activity's business.

(9) Intellectual Property Infringement. If a third party makes a claim against Ordering Activity that the Software directly infringes any patent, copyright, or trademark or misappropriate any trade secret ("'P Claim"); Contractor will (i) assist in defending Ordering Activity against the IP Claim at Contractor's cost and expense, and (ii) pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Ordering Activity by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Contractor arising out of such IP Claim; provided that (i) Ordering Activity promptly notifies Contractor in writing no later than sixty (60) days after Ordering Activity's receipt of notification of a potential claim and (ii) Ordering Activity provides Contractor, at Contractor's request and expense, with the assistance, information and authority necessary to perform Contractor's obligations under this Section. Notwithstanding the foregoing, Contractor shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of the Software if the infringement would have been avoided by the use of a current unaltered release of the Software. (b) the modification of the Software. (c) the use of the Software other than in accordance with the Documentation or this contract, or (d) any materials or information provided to Contractor by Ordering Activity, for which Ordering Activity shall be solely responsible.

If the Software is held to infringe or are believed by Contractor to infringe, Contractor shall have the option. at its expense, to (a) replace or modify the Software to be non-infringing, or (b) obtain for Ordering Activity a license to continue using the Software. If it is not commercially reasonable to perform either of the foregoing options, then Contractor may terminate the Program license for the infringing Software and refund the license fees paid for the Software upon return of the Software by Ordering Activity. This section states Contractor's entire liability and Ordering Activity's exclusive remedy for any claim of infringement.

(10) Delivery. All Software and Documentation provided by Contractor hereunder shall be deemed to be delivered by Contractor. 1) Upon physical delivery, or 2) Once the Software is made available to Ordering Activity via electronic download by provision of a license key, link to a website. FTP site or similar site from which the Ordering Activity can electronically download or oll1e1Wise access the Software and Documentation.

GS-35F-0265X '!!.W\!J i!11mixteQ111QIQgy <;on1 Page 15

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immixTechnology, Inc. immixCJUJD

10. SOFTWARE CONVERSIONS- (SIN 132-32 AND SIN 132·33) Conversion from one version of the Software to another such as the result of a change in operating system, or from one computer system to another is not available under t11e scope of the contract.

Outside the scope of this contract. the Ordering Act:vity may contact the Manufacturer directly to d:scuss the permissibility, costs and operation of such conversion(s)< Contractor agrees to reasonably assist Ordering Activity in this regard<

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY For information concerning supported hardware or compatibility requirements the Ordering Activi!y is advised to contact the Contractor or the applicable Manufacturer<

12" RIGHT-TO-COPY PRICING Right-to-copy license pricing is not available under the of this contract unless specifically specified in the pricelist Ordering Activity must contact the Manufacturer directly to discuss the applicability and associated costs of right-to-copy pricing"

GS 35F-0265X ywvw jmmixrcclinoloqy <com Page 16

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TERMS .1!VD CONDITIONS' .11'1'1. {( ~IHU:' TO PURCH·tST OF Tlf..•lf:\1:\'G COl:R<..,'/:S FOI?

GE:VI:RAL PUR.I'OS E COMilfU<C/, fl~ fr\TORMATION THCII:YOUH!l' EQCII'MLST,L\f)

SOFTI!'.1RE f!EM \'( :11/J!:R 132-50!

1. GLOSSARY OF DEFINITIONS a. "Training Materials" shall mean the, manuals. handbooks. texts, handouts. etc. normally provided with course offerings.

b. "Training Catalog" shall mean the document setting out a description of the training services and courses offered along with the related policies and procedures in regard to such training.

2. SCOPE

a. The Contractor through the Manufacturer shall provide training courses normally available to commercial customers. which will permit Ordering Activity users to make full. efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation.

b. The Contractor shall provide training at the Contractor's or Manufacturer's facility and/or at the Ordering Activity's location. as agreed to by the Contractor and the Ordering Activity.

3. ORDER

Written orders. EDI orders (GSA Advantage! and FACNET), credit card orders. and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shallrnclude the student's name, course title, course date and time, and contracted dollar amount of the course.

4. TIME OF DELIVERY

The Contractor or its Manufacturer shall conduct training on the date (time. day, month, and year} agreed to by the Contractor and the Ordering Activity.

5. CANCELLATION AND RESCHEDULING a. Terms and conditions governing a Manufacturer's cancellation and rescheduling policies are as set forth in the applicable Manufacturer's Training Catalog.

b. The Ordering Activity reserves the right to substitute one student for another up to the frrst day of class.

c. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the Ordering Activity. Contractor must notify the Ordering Activity at least seventy-two (72) hours before the scheduled training date.

6. FOLLOW-UP SUPPORT

Follow-up support to training courses is not available under the scope of this schedule contract unless expressly set forth in an applicable Manufacturer's Training Catalog and, in that case, follow-support shall be provided as staled tl1erein.

7. PRICE FOR TRAINING The price that the Ordering Activity will be charged will be the Ordering Activity training price in effect at tt1e tune of order placement. or the Activity price in effect at the time the training course is whicliever is less.

GS 35F·0265X

8. INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after Ordering Activity completion of the training course. Charges for trarning must be in arrears (31 U.S.C. 3324). PROMPT PAYMENT IF APPLICABLE. SHALL BE SHOWN ON THE INVOICE

9. FORMAT AND CONTENT OF TRAINING

a The Contractor or its Manufacturer shall provide the Training Materials normally provided with course offerings. Unless stated otherwise in an applicable Manufacturer's Training Catalog. such documentation will become the property of the student upon completion of the training class. provided. however. Contractor and or its Manufacturer shall retain all right, Iitie and interest to the intelloctual property rights contained therein (e.g., copyrights) and provided further. however. that such Training Materials shall be considered the Confidentiallnformatron of Manufacturer and subject to the non-disclosure provisions set forth above in the terms applicable to SINs i 32-32, 132-33 and 132-34.

b. For hands-on training courses. there must be a one-to-one assignment of IT equipment to students.

c The Contractor shall provide each student with a Cerllficate of Training at the completion of each training course.

d. The Training Catalog shall provide most of the following information for each training course offered:

(1) The course title and a brief description of the course content. to include the course format (e.g., lecture, discussion, hands-on training);

(2) The length of the course;

(3) Mandatory and desirable prerequisites for student enrollment;

(4) The minimum and maximum number of students per class;

(5)

(6)

(7)

The locations where the course is offered;

Class schedules; and

Price (per student. per class (if applicable)).

e. For those courses conducted at the Ordering Activity's location. instructor travel charges (if applicable). including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.205-46, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule. as applicable. in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per d1em charges.

For Online Training Courses. a copy of all training material must be available for electronic download by the students

10. "NO CHARGE" TRAINING

schedule contract.

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immixTechnology/ Inc. immixG:-u.;o

TERMS AND CO.VD/T/0\'S' 11'!'1./(~I/JU:' TO ELECTRONIC COMi\fhRCE fEC) (Sl'EC'l-il.

IIJ/;';\'T/ Ff£>1 TJO.V NLH /IFN 132-52)

1. GLOSSARY OF DEFINITIONS a. "Service Provider" shall mean a provider of the Electronic Commerce Services offered to Contractor through a letter of supply to be sold to Ordering Activities under this contract

b. "Statement of Work" shall mean the mutually agreed upon document between Contractor and Ordering Activity setting forth the description of services to be performed including milestones, any specifications and evaluation criteria

2. SCOPE a. The prices, terms and conditions stated under Special Item Number 132-52 Electronic Commerce (EC) Services apply exclusively to EC Services within the scope of this Information Technology Schedule.

b. The Contractor, through Service Provider, shall provide services at a location. as agreed to by the Contractor and the Ordering Activity.

3. PERFORMANCE INCENTIVES 1-FSS-60 Performance Incentives (April 2000) a. Performance incentives may be agreed upon between the Contractor and the Ordering Activity on individual fixed price orders or Blanket Purchase Agreements under this contract.

b. The Ordering Activity must establish a maximum performance incentive price for the services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable. Ordering Activities shall consider establishing incentives where performance is critical to the Ordering Activity's mission and incentives are likely to motivate the contractor Incentives shall be based on objectively measurable tasks.

4. ORDER

a. Agencies may use written orders. EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period: all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation- May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

b. The Ordering Activity should include H•e criteria for satisfactory complet:on for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

c. Any Contractor travel required in the performance of EC Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor traveL Contractors cannot use GSA city pair contracts.

6. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

a. The Contracting Officer may, at any time. by written order to the Contractor, require the Contractor to stop all, or any part, or I he work called for by this contract for a period or 90 days after the order is delivered to the Contractor, and for any further penod to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and lake all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-i) Cancel the stop-work order: or ii) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government. clause of this contract.

b. If a stop-work order issued under this clause is canceled or t11e period of the order or any extension thereof expires. the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price. or both, and the contract shall be modified, in writing, accordingly, if-

c. The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

d. The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided. that if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract

e. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government. the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement

7. INSPECTION OF SERVICES The Inspection of Services-Fixed Price (AUG 1996) (Deviation May 2003) clause at FAR 52.246-4 applies to firm·f1xed price orders placed under this contract. The InspectionTime-and-Materials and Labor-Hour (MAY 2001) (Deviation -May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract

8. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws. ordinances. and regulalions (Federal. State, City. or otherwise) covering work of this character. If the end product (Le .. deliverable) of a Statement of Work is custom developed soflware. then FAR 52.227-14 (Deviation May 2003) Rights in Data- General, may apply.

88


requisite EC Services.

10. INDEPENDENT CONTRACTOR

All EC Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the Ordering Activity.

11. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

An "Organizational conflict of interest" exists when the nature of the work to be performed under a proposed Ordering Activity contract. without some restriction on ordering activities by the Contractor and its affiliates. may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor's or its affiliates' objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the Ordering Activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions. are provided at FAR 9.508.

12. INVOICES The Contractor. upon completion of the work ordered, shall submit invoices for EC services. Progress payments may be authorized by the Ordering Activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted mont11ly for recurring services performed during the preceding month.

13. PAYMENTS a. For firm-fixed price orders the Ordering Activity shall pay the Contractor, upon submission of proper invoices or vouchers. the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE 1- OCT 2008) (DEVIATION 1- FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52212-4 (MAR 2009) (ALTERNATE 1- OCT 2008) (DEVIATION I- FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31 (Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements-Commercial Item Acquisition. As prescribed in 16.601 (e)(3), insert the following provision:

b. The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

c. The offeror must specify fixed hourly rates in its offer that include wages. overhead, general and administrative expenses. and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by-

i) The offeror; ii) Subcontractors; and/or

GS-35F-0265X

iii) Divisions. subsidiaries, or affiliates of tile offeror under a cornrnon control.

14. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the Ordering Activity in accordance with the guidelines set forth in tile FAR.

15. APPROVAL OF SUBCONTRACTS The Ordering Activity understands that Contractor. as an authorized reseller, will ultimately subcontract or furnish any of the work called for in a task order or Statement of Work through an applicable Service Provider.

16. DESCRIPTION OF ELECTRONIC COMMERCE (EC) SERVICES AND PRICING

a. A description of each type of EC Service offered under Specialltern Numbers 132-52 E-Commerce is set forth in Attachment A. Services and rates should be presented in the same manner as the Contractor sells to its commercial customers and other Ordering Activity customers.

b. Pricing for all EC Services shall be in accordance witll the Contractor's customary commercial practices; e.g .. hourly rates. monthly rates. term rates. unit prices and/or fixed prices.

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TLRMS. ISO C0.\'0/T/0.\'S. ll'f'U(: 18/J' TO IFIRUJ'SS SFRVIC!:'S (SI'FC! 11- 111·: \I \'l . .\1/JU?

131-53)


a. "Service Provider" shall mean a provider of the Wireless Services offered to Contractor through a letter of supply to be sold to Ordering Activities under this contract

2. ACCEPTANCE TESTING

The Contractor shall provide acceptance test plans and procedures for ordering activity approvaL The Contractor shall perform acceptance testing of the systems for ordering activity approval in accordance with the approved test procedures.

3. EQUIPMENT

The Contractor shall make available cellular voice and data devices. The cellular devices offered shall be compatible with the cellular access standards employed within the geographical scope of contract

The Contractor shall provide programming of any cellular telephone device, including Contractor-provided and ordering activity-furnished devices, that conforms to the cellular service furnished by the Contractor.

4. WARRANTY

The Contractor shall provide a warranty covering each Contractor-provided device. The minimum duration of the warranty shall be the duration of the manufacturer's commercial warranty.

The warranty shall commence upon the later of the following:

a. Activation of the user's service

b. Installation/delivery of the equipment The Contractor, by repair or replacement of the defective item, sllall use reasonable commercial efforts to complete all warranty services promptly upon notification of the defect. Warranty service shall be deemed complete when the user has possession of the repaired or replaced item. If the Contractor renders warranty service by replacement, the user shall return the defective item(s) to the Contractor as soon as possible but not later than ten (1 0) working days after notification

5. MANAGEMENT AND OPERATIONS PRICING

The Contractor shall provide management and operations pricing on a uniform basis. All management and operations requirements for which pricing elements are not specified shall be provided as part of the basic service.

6. TRAINING

The Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system at the prices specified in Attachment B.

7. MONTHLY REPORTS

In accordance with commercial practices. the Contractor may furnish the Ordering Activity/user with a monthly summary Ordering Activity report.

8. WIRELESS SERVICE PLAN

The wireless service plans offered by Contractor hereunder are lrsted by applicable Servrce Provider in Attachment !'\.

GS-35F-0265X I'.'~>'Vj_JJllr1irl<Jg gl:r.ngj QD.YSQIJ:l Page 20

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TU<cl!S. L'Vf) COSO/T/0,\S .1 P/'/./L 18/J:' J'O .1l.TIILYf!C·t TIO.V f'RODl 'CIS .1\'D SFR 1'/C/:·s

(SPFC!-IL ITEM .VC!f!Jf:R


a. "Service Provider" shall mean a manufacturer or provider of the Authentication Products and Se!Vices offered to Contractor through a letter of supply to be sold to Ordering Activities under this contract.

b. "Statement of Work" shall mean the mutually agreed upon document between Contractor and Ordering Activity setting forth the description of se!Vices to be performed including milestones, any specifications and evaluation criteria.

2. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering authentication products and services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation- May 2003) Availability of Funds for the Next fCiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

c. When placing an order, Ordering Activities may deal directly with the Contractor or Ordering Activities may send the requirement to the Program Management Office to receive assisted services for a fee.

3. PERFORMANCE OF SERVICES

a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the Ordering Activity.

b. The Contractor agrees to render services only during normal working hours. unless otherwise agreed to by the Contractor and the Ordering Activity.

c. The Ordering Activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Se!Vices shall be completed in a good and workmanlike manner.

d. Any Contractor travel required in the performance of the Services under SINs 132-60 A-E, 132-61 and 132-62 must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

4. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

a. The Contracting Officer may, at any time, by written order to the Contractor. require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor. and for any further period to which the parties may agree The order s11all be

GS-35F-0265X

specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or (2) Terminate the work covered by the order as provided in the Default, or t11e Termination for Convenience of the Government. clause of this contract.

b. If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price. or both, and the contract shall be modified, in writing. accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract

c. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

d. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

5. INSPECTION OF SERVICES

The Inspection of Services-Fixed Price (AUG 1996) (DeviationMay 2003) clause at FAR 52.246-4 applies to firm-frxed price orders placed under this contract. The InspectionTime-and-Materials and Labor-Hour (MAY 2001) (DeviationMay 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract.

6. RESPONSIBILITIES OF THE ORDERING ACTIVITY

Subject to security regulatrons, the Ordering Activity shall permit Contractor access to all facilities necessary to perform the requisite services

7. INDEPENDENT CONTRACTOR

All se!Vices performed by the Contractor under the terms of this contract shall be an independent Contractor, and not as an agent or employee of the Ordering Activity.

8. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions An "Organizational confiict of interest" exists when the nature of the work to be performed under a proposed Ordering Activity contract, without some restriction on Ordering Activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ir) impair the Contractor's or its affiliates' objectivity in performing contract work.

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b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the Ordering Activity. Ordering Activities may place restrictions on the Contractors, its affiliates. chief executives, directors. subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9 505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to indivrdual orders placed against the schedule contract Examples of situations, which may require restrictions, are provided at FAR 9.508.

9. INVOICES

Tile Contractor, upon completion of the work ordered. shall submit invoices for products and/or services. Progress payments may be authorized by the Ordering Activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

10. PAYMENTS

For firm-fixed price orders the Ordering Activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted_ payments shall be made only when authorized by order. For lime-and-materials orders. the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212·4 (MAR 2009) (ALTERNATE I OCT 2008) (DEVIATION I FEB 2007) applies to time-and-materials orders placed under this contract For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE 1- OCT 2008) (DEVIATION I- FEB 2007) applies to labor-hour orders placed under this contract

11. INCIDENTAL SUPPORT COSTS

Incidental support ccsts are available outside the scope of this contract The costs will be negotiated separately with the Ordering Activity in accordance with the guidelines set forth in the FAR.

12. APPROVAL OF SUBCONTRACTS

The Ordering Activity understands that Contractor, as an authorized reseller, will ultimately subcontract or furnish any of the work called for in a task order or Statement of Work through an applicable Service Provider_

13. DESCRIPTION OF AUTHENTICATION PRODUCTS, SERVICES AND PRICING

a. A description of each type of Authentication Product and Service offered under these Special Item Numbers is set forth in Altachment B Services and rates should be presented in the same manner as the Contractor sells to its commercial customers and other Ordering Activity customers

b. Pricing for all Authentication Products and Services shall be in accordance with the Contractor's custom my commercial e.g., hourly rates, monthly rates. term rates, unit and/or fixed prices.

pricelisl information and terms for and Services are set forth in Attachment

GS-35F-0265X Page 22

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US.! COM.ll/JJfl:xr TO PROrl!OrF; SJJAU. IJUSI!Ylo','-;S PARTICIPA T!Or\

PRO('{/RCHE.Yf' PROGR·1MS

PREAMBLE (Name of Company) provides commercial products and services to ordering activities We are commil!ed to promoting participation of smali, small disadvantaged and women-owned small businesses rn our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protege programs. joint ventures. teaming arrangements, and subcontracting.

COMMITMENT To actively seek and partner with small businesses.

To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical.

To develop and promote company policy initiatives that demonstrate our support lor awarding contracts and subcontracts to small business concerns.

To undertake significant efforts to determine the potential of small, small disadvantaged and women"owned small business to supply products and services to our company.

To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses.

To attend business opportunity workshops. minority business enterprise seminars, trade fairs. procurement conferences. etc .• to identify and increase small businesses with whom to partner.

To publicize in our marketing publications our interest in meeting small businesses thai may be interested in subcontracting opportunities.

We signify our commitment to work In partnership w1th small. small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts,

Sl!GGC'>'TI~D FOilJIA 7S POR BIANKFT J>UJ?Clf,L'>'E ?I GRI:L"M EV7S

BEST VALUE BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) ~~~~~-~--·

Federal Supply Schedule contract SPAs elrminale contracting and open market costs such as: searc11 for sources; the development of technical documents. solicitations and the evaluatwn of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Ferleral Acquisition Regulation (FAR) 9.6.

GS-35F -0265X

This BPA will further decrease costs. reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from lhe schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less,

Signatures

BPA NUMBER"

(CUSTOMER NAME) BLANKET PURCHASE AGREEMENT

Pursuant to GSA Federal Supply Schedule Contract Number(s) _____ . Blanket Purchase Agreements. the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (ordering activity).

(1) The following contract items can be ordered under this BPA. All orders placed against this SPA are subject to the terms and conditions of the contract. except as noted below: MODEL NUMBER/PART NUMBER

*SPECIAL BPA DISCOUNT/PRICE

(2) Delivery:

DESTINATION

DELIVERY SCHEDULES I DATES

(3) The ordering activity estimates. but does not guarantee. that the volume of purchases through this agreement

will be-~-·-··-----··--------·

(4) This BPfl. does not obligate any funds

The following office(s) is l1ereby authorized to place under th1s BPA:

OFFICE

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immixTechnology, Inc. immixG~o.JP

POINT OF CONTACT

(7) Orders will be placed against this BPA via Electronic Data Interchange (EOI), FAX, or paper,

{8) Unless otherwise agreed to, all delivenes under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum: (a) Name of Contractor; (b) Contract Number: {c) BPA Number; {d) Model Number or National Stock Number (NSN); (e) Purchase Order Number; (f) Date of Purchase; (g) Quantity, Unit Price, and Extension of Each l!em (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and (h) Date of Shipment.

(9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA

(10) The terms and conditions included in this BPA apply to all purchases made pursuant to it In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence,

BASIC GC/IDELI!\ES FOR USING "CONTRACTOR TEAM ARRANGEMENTS"

Federal Supply Schedule Contractors may use "Contractor Team Arrangements" (see FAR R6) to provide solutions when responding to a ordering activity requirements, These Team Arrangements can be included under a Blanket Purchase Agreement {BPA), BPAs are permitted under all Federal Supply Schedule contracts, Orders under a Team Arrangement are subject to terms and condilions or the Federal Supply Schedule Contract. Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors. Customers should refer to FAR 9,6 for specific details on Team Arrangements. Here is a general outline on how it works:

The customer identifies their requirements.

Federal Supply Schedule Contractors may individually meet

the customers needs, or-

Federal Supply Schedule Contractors may individually

submit a Schedules "Team Solution" to meet the customer's

requirement.

Customers make a best value selection

GS-35F-0265X F'age 24

94


CO VI/{, I CJ'ON SU PI'U~ll /:',\'TIL l'N ICL'LIST 1,\FO RJ/. 1 T/0 \ ,LV{) TU?:11S --------------------------------

GS-35F-0265X '!!__ww .lm !Tl ixiect1nOiQ£I.Y.&QQl Page 25

95

immixTechnology, Inc. "~ubc,t(kuy ul 0 in1mixC10:;p

-··· - ····--. - ·-·--

ATTACHMENT A CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS

INSTRUCTIONS: Select the Manufacturer whose supplemental pricelist information and terms you want to view.

Manufacturer Name . . "

8x8 Inc. Micro Focus AccessData Group, LLC Mobile Armor. Inc

Accellion Inc. MSC.Software Corporation Anakam. Inc. Na12atech, Inc.

BeyondTrust Software. Inc. Nexidia. Inc Bit9, Inc. Nuix North America. Inc

Bivio Networks Inc. Oracle America. Inc~ BT Americas OSisoft Inc. - - --

Cambium Networks Oversiaht Svstems Inc. Citrix Online. LLC Para soft Coq;>oratron

Cloakware Peaasvstems Inc. Comouware Corporation Perceotive Software. LLC

Conflict l<inetics Corporation PIEf~ S','stems. Inc. Converavs PitnevBowes Softvtare Inc.

Dassaulf Svstemes Americas Corporation Planview Inc.

--------···-- Dataguise, Inc. PowerSteerina Software. Inc. Decision Lens. Inc. PraQma Systems. Inc.

EQenera Inc. Proqress Software Corporation FireMan. LLC PTC. Inc.

Fidelis Securit~ S~stems Oualvs Inc. Flexera Software. Inc. Qqest Software Svstems. Inc.

ForeScout Technoloaies. Inc. Rall~oftware Development Corooration Forum Svstems RedSeal Svstems Inc.

Freedom Scientific RES Software. Inc. Guidance Software, Inc. SaiiPoint Technoloaies Inc.

.tH?_c:;_ary~ Inc, $!".cll.reLQgi~C::om__oralion Hewlett-Packard Comoanv Serena Software Inc.

Hootsuite Media, Inc. Silver Peak Svstems Inc Horionworks. Inc. TEMIS. Inc

IBM Thunderloead Inc. In for Trend Micro Inc.

Information Builders Inc. Triumfant Inc. IJQJ1 Data_$gjutions. In!; Trustwav.e -~pvernmen.t Solutions_ Jnc,

lxReveal Inc. Verint Americas Inc. Klas Telecom. Inc. Worksoft. Inc.

Kronos lncoq;>orated 2.\t_Lab North America. LLC Markloaic Corooration Z~rion. Inc.

GS-35F-0265X Page ST-1

96


Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824

immixTechnology Rider to Product Specific License Terms and Conditions (for U.S. Government End Users)

1. Scope. This Rider and the attached Krenos Incorporated (""Manufacturer"") product specific license terms establish the terms and conditions enabling immix Technology ("Contractor"') to provide Manufacturer"s information technology products and services to Ordering Activities under immixTechnology's GSA MAS IT70 contract number GS-35F-0265X (the '"Schedule Contract""). Installation and use of the information technology shall be in accordance with this Rider and Manufacturer Specific Terms attached hereto, unless an Ordering Activity determines that it requires different terms of use and Manufacturer agrees in writing to such terms in a valid delivery order placed pursuant to the Schedule Contract.

2. Applicability. Whereas GSA and immix Technology agreed at the time of Schedule Contract award upon a base set of terms and conditions applicable to all manufacturers and items represented on the Schedule Contract; and Whereas .. the parties further agreed that all product specific license. warranty and software maintenance tenns and conditions would be submitted at the time each new manufacturer was to be added to the Schedule Contract; Now. Therefore. the parties hereby agree that the product specific license, warranty and software maintenance terms set forth in Attachment A hereto (the ·'Manufacturer Specific Terms" or the "Attachment A Terms") are incorporated into the Schedule Contract. but only to the extent that they are consistent with federal law (e.g., the Anti-Deficiency Act (31 U.S.C. § 1341 ). the Contracts Disputes Act of 1978 (41 U.S C. §§ 7101 el seq.), the Prompt Payment Act (31 U S.C.§§ 3901 et. seq.), the Anti-Assignment statutes (31 U.S.C. § 3727 and 41 U.S.C. § 15), DOJ's jurisdictional statute 28 U.S.C. § 516 (Conduct of Litigation Reserved to the Department of Justice (DOJ), and 28 U.S.C. § 1498 (Patent and copyright cases)). To the extent any Attachment A Terms are inconsistent with federal law (See, FAR 12.212(a)), such inconsistent terms shall be superseded, unenforceable and of no legal force or effect in all resultant orders under the Schedule Contract. including but not limited to the following provisions:

a) Contracting Parties. The GSA Customer ("Licensee") is the "Ordering Activity", defined as the entity authorized to order under GSA MAS contracts as set forth in GSA ORDER ADM 4800.2G (Feb 2011), as may be revised from time to time.

b) Changes to Work and Delays. Subject to GSAR Clause 552.243-72, Modifications (Federal Supply Schedule) (July 2000) (Deviation 1- SEPT 2010), and 52.212-4(1) Excusable Delays (JUN 2010) regarding which the GSAR and the FAR provisions take precedence.

c) Contract Fonnation. Subject to FAR 1.601(a) and FAR 43.102, the GSA Customer Purchase Order must be signed by a duly warranted Contracting Officer, in writing. The same requirement applies to contract modifications affecting the rights of the parties. All terms and conditions intended to bind the Government must be included within the contract signed by the Government.

d) Termination. Clauses in the Manufacturer Specific Terms referencing termination or cancellation are superseded and not applicable to any GSA Customer order. Termination shall be governed by the FAR, the underlying GSA Schedule Contract and the terms in any applicable GSA Customer Purchase Orders. If t11e Contractor believes tile GSA Customer to be in breacll, it must file a claim wrtll tile Contracting Officer and continue to diligently pursue performance. In commercial item contracting under FAR 12.302(b), the FAR provisions dealing wit11 disputes and continued performance carmot be changed by the Contracting Officer.

e) Choice of Law. Subject to the Contracts Disputes Act. the validity, interpretation and enforcement of this Rider shall be governed by and construed in accordance with the laws of the United States. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar federal laws or regulations are enacted, to the extent allowed by federal law. they will not apply to this Rider or the underlying Schedule Contract.

f) Equitable remedies. Equitable remedies are generally not awarded against the Government absent a statute providing therefore. In the absence of a direct citation to such a statute. all clauses in the Manufacturer Specific Terms referencing equitable remedies are superseded and not applicable to any GSA Customer order

g) Unilateral Termination. Unilateral termination by the Contractor does not apply to a GSA Customer Purchase Order and all clauses in the Manufacturer Specific Terms referencing unilateral termination rights of the Manufacturer are hereby superseded

h) Unreasonable Delay. Subject to FAR 52.212-4(f) Excusable delays, the Contractor shall be liable for default unless the nonperformance is caused by an occurrence beyond the reasonable control of t11e Contractor and without its fault or negligence such as. acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity. fires. floods, epidemics. quarantine restrictions.

GS-35f- -0265X Page ST-316

97


strikes. unusually severe weather. and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

i) Assignment. All clauses regarding the Contractor's assignment are subject to FAR 52.232-23, Assignment of Claims (JAN 1986) and FAR 42.12 Novation and Change-of-Name Agreements (Sep. 2013). AU clauses governing the Contractor's assignment in the Manufacturer Specific Terms are hereby superseded.

j) Waiver of Jury Trial. Wa1vers of Jury Trials are subject to FAR 52.233-1 Disputes (JULY 2002) The Government will not agree to waive any right that it may have under federal law. All clauses governing a waiver of jury trial in the Manufacturer Specific Terms are hereby superseded.

k) Government Indemnities. This is an obligation in advance of an appropriation that violates anti-deficiency laws (31 U.S.C § 1341 and 41 U.S.C. § 6301 ), since the GSA Customer commits to pay an unknown amount at an unknown future time. The violation occurs when the commitment is made, i.e., when the agreement featuring this clause is incorporated into a Government contract. and not when the clause is triggered. The lntenm FAR Rule dated June 21,2013 and the Office of Legal Counsel opinion dated March 12.2012 prohibit such indemnifications. All Manufacturer Specific Terms referencing customer indemnities are hereby superseded.

I) Contractor Indemnities. All Manufacturer Specific Terms that violate DOJ's jurisdictional statute (28 U.S.C. § 516) by requiring that the Government give sole control over the litigation and/or settlement to the Contractor are hereby superseded. Nothing contained in the Manufacturer's Specific terms shall be construed in derogation of the U.S. Department of Justice's right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute.

m) Renewals. All Manufacturer Specific Terms that provide for automatic renewals violate the AntiDeficiency Act and are hereby superseded. This is an obligation in advance of an appropriation that violates anti"deficiency laws (31 U.S.C. § 1341 and 41 U.S.C. § 6301), since the GSA Customer commits to pay an unknown amount at an unknown future time. The violation occurs when the commitment is made, i.e., when the agreement featuring this clause is incorporated into a Government contract, and not when the clause is triggered.

n) Future Fees or Penalties. All Manufacturer Specific Terms that require the Government to pay any future fees, charges or penalties are hereby superseded unless specifically aulhorized by existing statutes, such as the Prompt ~1 ayment Act (31 U.S.C. § 3901 et seq.) or Equal Access To Justice Act (5 U.S.C. § 504; 28 US C.§ 2412)

o) Taxes. Taxes are subject to FAR 52.212·4(k). which provides that the contract price includes all applicable federal. state, local taxes and duties. Contractor shall state separately on its invoices, taxes excluded from the fees, and the GSA Customer agrees to either pay the amount of the taxes (based on the current value of the equ1pment or services) to Contractor or provide it evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.

p) Third Party Terms. Wl1en the end user an instrumentality of the U.S" no license terms bind the GSA Customer unless included verbatim (not by reference) in the EULA. ancl the EULA is made an attacl1ment to the underlying GSA Schedule Contract All terms and conditions affectir1g the GSA Customer must be contained in a writing signed by a duly warranted Contracting Officer. Any third party manufacturer shall be brought into the negotiation, or the components acquired separately under federally-compatible agreements, if any. All Manufacturer Specific Tenns that incorporate third party terms by reference are hereby superseded

q) Dispute Resolution and Standing. Any disputes relating to the Manufacturer SpecifiC Terms or to this R1der shall be resolved in accordance with the FAR. the underlying GSA Schedule Contract. any applicable GSA Customer Purchase Orders, and the Contract Disputes Act. The Ordering Activity expressly acknowledges that lmmixTechnology as contractor. on behalf of the Manufacturer. shall have standing to bring such claim under the Contract Disputes Act.

r) Advertisements and Endorsements. Pursuant to GSAH 552.203· 71. use ol the name or logo of any U S. Government entity is prohibited. All Manufactwer Specific Terms that allow the Contractor to use the name or logo of a Government entity are hereby superseded.

Page ST -317

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s} Public Access to Information. immix Technology agrees that the attached Manufacturer Specific Terms and t11is Rider contain no confidential or proprietary information and acknowledges the Rider shall be available to the public.

t) Confidentiality. Any provisions in the a!lached Manufacturer Specific Terms that require the Ordering Activity to keep certain information confidential are subject to the Freedom of Information Act (5 U.S. C. 552), and any order by a United Slates Federal Court When the end user is an instrumentality of the Government, neither this Rider, the Manufacturer's Specific Terms nor the Schedule Price List shall be deemed "confidential information" notwithstanding marking to that effect. Notwithstanding anything in this Rider, the Manufacturer's Specific Terms or the Schedule Contract to the contrmy, the GSA Customer may retain such Confidential Information as required by law, regulation or its bonafide document retention procedures for legal. regulatory or compliance purposes: provided however. that such retained Confidential Information will continue to be subrect to the confidentiality obligations of this Rider, the Manufacturer's Specific Terms and the Schedule Contract.

u) Alternate Dispute Resolution. The GSA Customer cannot be forced to mediate or arbitrate. Arbitration requires prior guidance by the head of a federal agency promulgated via administrative rule making according to 5 U.S.C. § 575(c). GSA has not issued any because it considers the Board of Contract Appeals to be an adequate. binding ADR alternative. All Manufacturer Specific Terms that allow the Contractor to choose arbitration, mediation or other fo1Tl1s of alternate dispute resolution are hereby superseded.

v} Ownership of Derivative Works. Provisions purporting to vest exclusive ownership of all derivative works in the licensor of the standard software on which such works may be based are superseded Ownership of derivalive works should be as set forth in the copyright statute, 17 U S.C.§ 103 and the FAR clause at 52.227-14, but at a minimum. the GSA Customer shall receive unlimited rights to use such derivative works at no further cost.

3. Order of Precedence/Conflict. To the extent there is a conflict between the terms of this Rider and the terms of the underlying Schedule Contract or a conflict between the terms of this Rider and the terms of an applicable GSA Customer Purchase Order. the terms of tl1e GSA Schedule Contract or any specific, negotiated te1Tl1s on the GSA Customer Purchase Order shall control over the terms of this Rider. Any capitalized terms used herein but not defined, shall have the meaning assigned to them in the underlying Schedule Contract.

ATTACHMENT A CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS

KRONOS

A. KRONOS GENERAL TERMS' SALES SOFTVVARE, SOFTWARE AND EQUIPMENT SUPPORT SERVICES (EXCLUDING webTA) AND PROFESSIONAL SE.RVICES

B. KRONOS webTA SUPPORT POLICIES AND SERVICES

C. APPLICATION HOSTING SUPPLEMENTAL TERMS AND CONDITIONS

D KRONOS WORKFORCE CENTRAL SAAS TERMS

E. KRONOS WORKFORCE READY SAAS TERMS

F. KRONOS PROFESSIONAL AND EDUCATION SERVICES POLICIES

G. KRONOS SUPPORT SERVICES POLICIES (not applicable to WebTA Support)

KRONOS GENERAL COMMERCIAL SALES TERMS

These supplemental terms and conditions apply to accepted order made to Contractor to all Kronos Equipment. Software. Professional and Educational Services. Support and such other Kronos offerings. as specified on an order form (an '"Order''). In addition to these terms the following sections apply for the different specific offerings: the terms of section .A. shall apply to the Software licensed and Equipment purchase, support and professional services. Section B shall apply to the Support services of the webTA Software; Section C shall apply to the Hosting Services in relation with certain Software licensed under Section A; Section D shall apply to the Workforce Ready Order; and Section D shall apply to the Workforce central Saas Orders.

SECTION A KRONOS GENERAL TERMS' SALES SOFTWARE, SOFTWARE, PROFESSIONAL SERVICES

AND SOFTWARE AND EQUIPMENT SUPPORT SERVICES (EXCLUDING webTA)

GS-35F-0265X PageST318

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1. 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 Ordering Activity pays for a copy of the Software constitutes a license fee that entitles Ordering Activity to use the Software as set forth below. Contractor grants to Ordering Activity a non-exclusive. nontransferable, perpetual (except as provided herein) license to use the Software. Ordering Activity shall not use t11e Software if it is in breach of the terms of this Section A. Upon termination of this license Ordering Activity will have no further right to use the Software and will return the Software media to Krenos and destroy all copies of the Software (and related documentation) in Ordering Activity's possession or controL This license is subject to all of the terms of this Section A of this Attachment A.

2. FEE BASED LIMITATIONS Ordering Activity recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Ordering Activity. 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. Ordering Activity 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; ii) use only the product modules and/or features permitted by the applicable license fees; and iii) use the Software only in support of Ordering Activity's own business. Ordering Activity 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 Ordering Activity pays the applicable fee for such increase/upgrade. Ordering Activity may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Ordering Activity may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of Kronos.

3. OBJECT CODE ONLY Ordering Activity may use the computer programs included in the Software (the 'Programs") in object code forrn only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. The Programs include components owned by third parties. Such third party components are deemed to be Software subject to this Section A of this Attachment A. Ordering Activity 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 tor such Software.

4. PERMITTED COPIES Ordering Activity may copy tt1e Programs as reasonably necessary to load and execute tile Programs and for backup and disaster recovery and testing purposes only, except for additional copies of the Teletime Software and the Kronos iSeries (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 shall include the copyrigr.t and proprietary rights notices contained 111 the Programs as delivered to the Ordering

5. UPDATES In the event tllat 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.

6. LIMITED WARRANTY Contractor warrants that all Krenos Equipment 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 warranty, Ordering Activity's remedy shall be Kronos' repair or replacement of the deficient Equipment and/or Software media, at Krenos' option, provided that Ordering Activity's use, installation and maintenance thereof have conformed to the Specifications. This warranty is extended to Ordering Activ1ty only and shall not apply to any Equipment (or parts thereof) or Software med1a in the event of:

(a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any Krenos components on any boards supplied with the Equipment). unusual physical or electrical stress or causes other than normal and intended use;

(b) failure of Ordering Activity to provide and maintain a suitable installation environment. as specified in the Specifications; or

(c) malfunctions resulting from lhe use of badges or supplies not approved by Kronos.

When using and applying the information generated by Kronos products. Ordering Activ•ty complies w1th requirements of federal and state law where Workforce Payroll Software or Workforce Absence Management Software·

GS-35F-0265X Page ST319

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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 Ordering Activity of any professional obligation concerning the preparation and review of such reports and documents, (iii) Ordering Activity does not rely upon Kronos. Best Software. Inc or such Software for any advice or guidance regarding compliance with federal (and state laws where applicable) or the appropriate tax treatment of items reflected on such reports or documents. and (iv) Ordering Activity will review any calculations made by using such Software and satisfy itself that those calculations are correct

7, PROFFESSIONAL AND EDUCATIONAL SERVICES

(a) ENGAGEMENTS Unless otherwise indicated on the Order, Professional and Educational Services CProfessional Services"') shall be provided on a time and material basis and described in a statement of work,

(b) WARRANTY Contractor warrants that all professional and educational services performed under this Section A of this Attachment A shall be performed in a professional and competent manneL In tile event that Contractor breaches this warranty, and Ordering Activity so notifies Kronos through Contractor within 30 days of receipt of invoice for the applicable services, the Ordering Ac!ivity's remedy and Contractor's liability shall be tore-perform the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to Ordering Activity,

(c) KRONOS PROFESSIONAL/EDUCATIONAL SERVICES POLICIES Kronos' then-current Professional/Educational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW and are in Section F of this Attachment A In the event of a conflict between the Professional Services Policies and this Section A of this Attachment A. the terms of this Section A of this Attachment shall prevaiL

8. SOFTWARE SUPPORT SERVICES

(a) SUPPORT OPTIONS Ordering Activity 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 Krenos Support Service Policies (defined below), Ordering Activity must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Ordering Activity is purchasing support services for Visionware Software, Ordering Activity may only purcl1ase Gold Service Type for the Visionware Software), All Updates shall be provided via remote access,

(b) TERM OF SOFTWARE SUPPORT Unless othen:;ise indicated on the Order Form, support service shall commence on !he Software Delivery date and shall continue for an initial term of one (1) year, Renewal of support will be agreed by the issuance of a new order and Contractor accepting such ordec (c) GOLD SERVICE OFFERINGS Ordering Activity shall be entitled to receive:

(1) Updates for the Software (not including any Software for which Contractor charges a separate license fee). provided that Ordering Activity's operating system and equipment meet minimum system configuration requirements, as reasonably determined by Contractor through Kronos, If Ordering Activity requests Contractor tt1rough Kronos to install such Updates or to provide retrainmg, Ordering Activity agrees to pay Contractor for such installation or retraining at Contractor's then· current GSA prices,

(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 aJn to 8:00p.m,, local time, Monday through Friday, excluding Kronos holidays,

(iii) Web·based support including access to Software documentation. FAQ's, access to Kronos knowledge base. Ordering Activity forums, and e-case management Such offerings are subject to modification by Krenos. Current offerings can be found at http://www,kronos,com/services/support-services,aspx,

(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 Contractor through Kronos such as techn1cat advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e-Learning, HR Payroll Answerforce and service case studies,

(d) PLATINUM AND PLUS SERVICE OFFERINGS: Platinum: In addition to the Service Offerings specified for t11e 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


101


Plus option: In addrtion to the Service Offerings specified for the Gold Service Offenng above, Ordering Activities 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 Ordering Activities purchasing the Platinum-Plus option st1all designate up to two primary and three secondary backup Technical Contacts. Upon request, Ordering Actrvity may designate additional and/or backup Technical Contacts. Ordering Activity is required to place all primary Technical Contacts through Kronos product training for the Software covered under this Section A of this Attachment A at Ordering Activity's expense.

Ordering Activities purchasing the Platinum-Plus option sl1all also receive a one day per year visit to be performed at the Ordering Activity location where the Software is installed. During this onsite visit. Contractor through Kronos shall work with Ordering Activity to identify ways to help Ordering Activity increase functionality or maximize utilization of the Software in Ordering Activity's specific environment. Ordering Activity must be utilizing the then-current version of the Software.

(e) ADDITION OF SOFTWARE Additional Software purchased by Ordering Activity as per the ordering procedure set out in the agreement during the initial or any renewal term shalt be added to this Section A of this Attachment A at the same support option as the then current Software support coverage in place under these te1111s. Ordering Activity agrees to pay the charges for such addition as per the Order.

(f) RESPONSIBILITIES OF ORDERING ACTIVITY Ordering Activity 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 technology, if required; (ii) 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 Ordering Activity's reported Software problem. If Ordering Activity requires the use of a specific remote access technology not specified by Krenos, then Ordering Activity 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.

(g) WARRANTY Contractor warrants thai all support services shall be performed in a professional and competent manner.

9. EQUIPMENT SUPPORT SERVICES The following terms and conditions shall supplement the terms and conditions of this Attachment A and shall govern the equipment support services provided by Contractor tllrough Kronos to Ordering Activity. In the event of a conflict of inconsistency between the Section A of this Attachment A and this Section 9, the Section A of this Attachment A shall govern.

Contractor and Ordering Activity hereby agree that Contractor through Kronos shalt provide depot equipment repair support services ("Depot Support Services") for Ordering Activity's Kronos Equipment ("Product(s)") specified on an Order Form to and from locations within the United States and Puerto Rico pursuant to the following terms and conditions:

9.1 TERM Equipment Support Services for the Product(s) have a term of one (1) year commencing upon the expiration of the applicable warranty period, as specified in the Section A of this Attachment A entered into between Contractor and Ordering Activity. Equipment Support Services can be extended for additional one year tenns on the anniversary of its commencement date ("Renewal Date") if agreed upon by the issuance of a new order and Contractor accepting such order.

9.2 PAYMENT Ordering Activity agrees that all Products of the same type that are owned by the Ordering Activity, including without limitation Ordering Activity's "Spare Products" (as defined below), will be covered by the Depot Support Services or Service Packs Ordering Activity agrees that if Ordering Activity purchases, during the term of the Depot Services. any Products of the same type as those specified on an Order Form, such additional Products shall be by the Depot Support Services.

9.3 DEPOT SUPPORT SERVICE DESCRIPTION Upon the failure of an installed Product, Ordering Activity shall notify Contractor through Kronos of such failure and Kronos will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Krenos to be Product related shall be dispatched to a Kronos Depot Repair Center, and Activity will be provided with a Return Material Authorization Number (RMA) for the failed Product if Ordering Activity to return the failed Product to Kronos, as reasonably determined by Kronos. Ordering Activity must return the failed with the supplied RMA number. Hours of operation, locations and other information related to Kronos' Depot Centers can be found at http://customer.kronos.com/ContactUs.htm and are subject to change. Return and repair for failed Product shall be provided based on the Depot option -Depot Exchange or Depot Repair- selected Ordering Activity on the applicable Order Form and as specified herein and in Kronos' then-current Support Servrces which may be found herein under Section G of this Attachmem A


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(a) Depot Exchange: Contractor through Kronos will provide a replacement lor the failed Product at the FRU or subassembly level on an "advanced exchange" basis, utilizing a carrier of Kronos' choice. Replacement Product will be shipped the same day, for next business day del1very to Ordering Activity's location as further descnbed in the Support Policies REPLACEMENT PRODUCT(S) MAY BE NEW OR RECONDiTIONED Ordering Activity shall specify the address to which the Product is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the rec1pient. Ordering Activity, upon receipt of the replacement Product from Kronos. shall package the defective Product in the materials provided by Kronos, with the RMA supplied and promptly return failed Products directly to Kronos using the carrier specified by Kronos.

(b) Depot Repair: II is Ordering Activity's obligation to purchase and retain. at Activity's location and at Ordering Activity's sole risk and expense. a sufficient number of spare products to allow Ordering Activity to replace failed Products at all Ordering Activity locations Upon failure an Product, Ordering Activity shall install a Spare Product to replace the failed Product Ordering Activity shall also specify the address to which the repaired Product should be return shipped. Ordering Activity shall then return the failed Product. with the required RMA, to the applicable Kronos Depot Repair Center. Ordering Activity shall make every reasonable effort to return the failed Product using the same packing materials in which the original Product was sent. Upon receipt of the failed Product, Contractor through Krenos shall repair the failed Product and ship it, within ten (1 0) business days after receipt. to Ordering Activity. Krenos shall ship the repaired Product by regular surface transportation to Ordering Activity

9.4 EQUIPMENT SERVICE PACK SUPPORT SERVICE DESCRIPTION If Ordering Activity purchase the Equipment service packs support, Kronos manufactured terminals specified on an Order. Ordering Activity shall be entitled to receive:

(a) Service packs for the Terminals (which may contain Terminal system software updates. firmware updates, security updates, and Terminal feature enhancements) available for download at Kronos' customer web site.

(b) Access to the Kronos Support Serv1ces Center for the logging of requests for assistance downloading equipment service packs for the Terminals; and

9.5 RESPONSIBILITIES OF ORDERING ACTIVITY Ordering Activity agrees that it shall return failed Products promptly as the failures occur and that it shall not hold failed Products and send failed Product to Krenos in "batches" which shall result in a longer turnaround time and surcharge to Ordering Activity. In addition, Ordering Activity agrees to:

(a) Maintain the Products in an environment conforming to Kronos' published specifications for such Products:

(b) De-install all failed Products and install all replacement Products in accordance with Kronos' published installation guidelines;

(c) Ensure that the Product(s) are returned to Kronos properly packaged; and

(d) Obtain an RMA before returning any Product to Kronos and place the RMA the shipping package. Ordering Activity may only return lhe specific Product

9 6 SUPPORT EXCLUSIONS

and conspicuously on the outside of by Kronos when issuing the RMA.

Depot Support Service does not include the replacement of "consumables" In addttion, Depot Support Service does not include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from:

(a) Any cause external to the Products including, but not limited to, electrical work, fire, flood. water, wind, lightning. transportation, or any act of God; (b) Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Kronos' published installation guidelines) including, but not limited to, adequate electrical power; (c) Ordering Activity's improper use. relocation, packaging. refinishing. or supervision of the Product(s) or other failure to use Products in accordance with Kronos· published "[J'""'"""'a"'"" (d) Ordering Aclivity's use of the Products for purposes other than accessories or supplies not approved Kronos;

Government imposed sanctions. regulations or laws the shipment of the Products; or Activity's repair, attempted repair or modification

Professional services provided i)y Contractor through Kronos in connection with the installation of any Software or firmware upgrades, if available, and if requested by Ordering Activity, are not covered by Depot Support Services. Firmware (including equipment service packs) whicl1 may be available to resolve a Product issue is not installed by the Kronos Depot Repair Center but is available for download at Kronos' customer web site provided Ordering Activity is maintaining the Product under an annual Depot Support Services plan wiltl Kronos.

9.7 WARRANTY

GS-35F-0265X

Contractor warrants that all repairs performed under U1e Section A of this and competent manner

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ALL OTHER WARRANTIES FOR THE DEPOT SUPPORT SERVICES PROVIDED HEREUNDER. EXPRESS OR IMPLIED. INCLUDING WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE AND MERCHANTABILITY. ARE EXCLUDED BY AGREEMENT OF THE PARTIES.

(b) Services Pack support Warranty: Contractor warrants that all service packs and firmware updates provided under this Section A of this Attachment A shall materially perform in accordance with the Kronos published specifications for a period of ninety (90) days after download by Ordering Activity. tn the event of a breach of this warranty, Ordering Activity's remedy shall be Contractor's repair or replacement of the deficient service pack(s) or firmware update(s), at Contractor's option, provided that Ordering Activity's use, installation and maintenance thereof have conformed to the specifications.

9.8 LIMITATION OF REMEDIES To the extent permitted by law, the remedy of Ordering Activity and liability of Contractor shall be replacement of the repaired Product.

10. KRONOS SUPPORT SERVICE POLICIES Kronos' then-current Support Services Policies shall apply to all Support Services purchased and may be accessed in Sections B for the WebTa Software support services and Section G for the other products of this Attachment A. In the event of a conflict between the Support Policies and this Section A of this Attachment A. the terms of this Section A of this Attachment A shall prevail.

11. EXPORT Ordering Activity 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. Ordering Activity agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Ordering Activity. Ordering Activity's obligations hereunder shall survive the termination or expiration of the Order Form. Ordering Activity must obtain Kronos through Contractor prior written consent before exporting the Software.

12. FIRMWARE Ordering Activity may not download firmware updates for the Kronos Equipment unless Ordering Activity is maintaining such Equipment under a support plan with Contractor. If Ordering Activity is not maintaining the Equipment under a support plan with Contractor, Contractor through Kronos shall have the right to verify Ordering Activity's Kronos Equipment to determine if Ordering Activity has downloaded any firmware to which Ordering Activity is not entitled.

13. TRAINING POINTS Training Points which are purchased by Ordering Activity may be redeemed for an equivalent value of instructor-led training sessions offered by Kronos. Available instructor-led sessions are listed at http://customer.Kronos.com and each session has the Training Points value indicated. Training Points are invoiced when used by the Ordering Activity. Training Points may not be exchanged for other Kronos products and/or services.

14. KNOWLEDGE PASS EDUCATION SUBSCRIPTION: The parties hereby agree that the following terms shall apply to Ordering Activity's purchase of the Kronos KnowledgePass Education Subscription only, if specified on tile Order Form:

Scope The KnowledgePass Education Subscription is available to customers who are licensing Kronos' Workforce Central and iSeries 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 cer1ain educational offerings 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 Webinars

Term of Subscription: The annual KnowledgePass Education Subscription shall run co-terminously with Ordering Activity's Software Support, and shall renew for additional one (1) year terms provided Ordering Activity renews its KnowledgePass Education Subscription as provided below.

The Knowledge Pass Subscription is available when the Ordering Activity subscribe on annual basis.

Limitations: Ordering Activity recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos. Ordering Activity is permitted to make copies of t11e KnowledgePass Content provided in 'pdf form solely for Ordering Activity's internal use and may not disclose such KnowledgePass Content to any third party other than Ordering Activity's employees. Ordering Actrvity may not edit, modify, revise, amend, change, alter. customize or vary the Knowledge Pass Content without the written consent of Kronos. provided that Ordering Activity may download and modify contents of Training Kits solely for Ordering Act1vity's internal use.

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Train-the-Trainer Program (TTT): Certification under the Train-the-Trainer Program is valid only for the point release of the Software for which the TTT Program is taken, and covers only the Ordering Activity employee who completes the TTT Program.

15. CONFIDENTIAL INFORMATION Among other information that may be Confidential Information, the Ordering Activity hereby agree that the Software (and Software documentation), and the Specifications shall be deemed to be l<ronos' Confidential Information and trade secrets.

16. GENERAL (a) Ordering Activity shall not assign, transfer or sublicense the license to tile Software without the prior written consent of Kronos and any purported assignment, without such consent. shall be void.

(b) Ordering Activity 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, Ordering Activity is not entitled to any products or product enhancements other tl1an those contained on the Order Form. Ordering Activity 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 Section A of this Attacl1ment.

(c) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or the provision of the GSA Scl1edule contract entitled "Utilization Limitations" subparagrapl1 (c)(1 )(2) of the Commercial Computer Software Restricted Rigl1ts clause at FAR 52.227-19, as applicable Manufacturer/distributor is Kronos Incorporated, 297 Billerica Road, Chelmsford. MA.

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SECTION B KRONOS webTA SUPPORT POLICIES AND SERVICES

General Information The current Gold Support standard policies and maintenance services for the Kronos webTA and Kronos Federal Apps families of products are listed below unless the Ordering Activity has different agreements in their existing contracts governing their maintenance support services. In the absence of a specific maintenance support services contract between Kronos and the client the maintenance support services listed in this document prevail. With respect to Kronos' separate product line of Workforce Central Software products and equipment, the standard policies and maintenance services can be found in Section G of this Attachment A Kronos webTA and Kronos Federal Apps customers are only eligible to receive Gold Support. Kronos Gold Plus, Platinum and Plus Programs are not available under webTA support and maintenance agreements. Kronos Golcl Support cloes NOT include or providro non-business hours suppo!\ in any form (see "Gold Support Coverage l0 eriod" section below for specifics). Should a client request non-IJusl!wss l1ours stipport then a client specific support contract and funding mechanism (p o ) must be in plac,c; in advance of the support requ,,sted by the Client. J<ronos cannot guarantnc~ or commil tl1i1t it will have pGrsonnel 0vni!able to provide non--business hou1s supp01i. ~::ven if a Client specific conlracl <1ncl ftn1d;ng :nechanisrlt i~, n1 place. 1.vif!1out 3 husir1es~) day pi·ior nolice of the support requested and confumat;on f;om tl;e Client contractii1\J officer that a p.o. ;sin place to pay for 11011-

busmess l1ours billed by l<ronos. If l<ronos il\Jf8'~s will1 Client spccif;c contrae! to pmvide non lJusi;1css hours support then the client specific non-buS!!1ess !Jour<; support contract w;l! include at a min!lmHn that l<ronos vJill consider allnon-t)IJsiness hours tequesls as or: ·Glll requests ami will IJdi the CJ;enl tor all on-ca!l I lOUIS for alll\ro;;os personnel involved

2. Product Coverage Ordering Activities must purchase the same software support service type for all Krenos web TA software products and/or Krenos Federal Apps for each installation. The Kronos webTA and Krenos Federal Apps families of products are solely and exclusively solei to entities within the U.S. Federal Government. The Supported Product List for the Kronos webTA and Krenos Federal Apps families of products is as follows

Kronos webTA Products: Kronos webTA- time, attendance & leave management Kronos webLM -project tracking & costing Kronos webTA Services- interoperability, interfacing, SOA, API Kronos webTA Mobile V3 only- mobile access to webTA & webLM Kronos webTA Mobile Supervisor V3 only- mobile access to webTA & webLM Kronos webTA Report Server V3 only- web based reporting server (based upon Jasper-soft software) Kronos webTA Reports V3 only- web based webTA reporting, analytics (based upon Jasper-soft software) Kronos webTA Reports V4 only- web based webTA reporting and analytics (native webTA reporting product not based upon Jasper-soft software) Kronos webTA Smart-time- suggestion based time in/time out time, attendance & leave Kronos webTA Console- dash board information views Kronos webTA Guide- service enabled on line training module Kronos webLD - labor activity & task distribution tracking & costing Kronos webCT -case activity & task tracking & costing Kronos webTA Enterprise Server· server based & system administrator role only, for use in support of Kronos Federal Apps only

Krenos Federal Apps: Kronos FedTC- employee role only time card data collection & submission Kronos FedLPP- employee role only leave & premium pay request data collection & submission Kronos FedTITO- employee role only time in/time out time card data collection & submission Kronos FedSP- supervisor role only time card, leave & premium pay certification

Kronos webTA and Kronos Federal Apps Families of Pwducts Contractor through Kronos only provides maintenance service support for the current version and release of the Kronos webTA and Kronos Federal Apps (for example, 4.1) and the immediate prior supported version and release (for example, 3.8) of the Software for a maximum of 24 months. Resolution of an issue may require that an Ordering Activity upgrade to t11e current release or version of the Software.

Kronos defines Version. Release, and Service Pack as follows-Version A software product upgrade that includes major new features or functionality. Release: A software product upgrade that includes minor new features or functionality. Service Pack: One or more defect repairs bundled into a single update. Service Packs are cumulative - Service Pack "N" will, at minimum, ;nclude all of the changes delivered in Service Pack N-1 Note· the software product hierarchy is: Version, Release, and Service Pack

3 Support Exclusions Kronos Gold Support service cloes not include service to the Software resulting from, or associated wit11 any of the following. Kronos will consider any request for any work associated with any aspect of the following out of scope for this

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immixTechnology, Inc. <l ~ub~1di.Hy of @ immixC!C;up -·-·- . ·--··· .. ··-·

agreement and therefore treated as a professional services engagement to diagnose and address subject to the Contractor's current Kronos Professional Service GSA rates. 1. Any cause external to the Software including. but not limited to, electrical work, fire, nood, water, wind, lightning and

transportation, or any act of God; or 2. Ordering Activity's failure to continually provide a suitable installation environment as specified in Kronos'

specifications; or 3. Ordering Activity's improper use, management or supervision of the Software or other failure to use the Software in

accordance with Kronos· specifications; or 4. Ordering Activity's repair, attempted repair or modification of the Software wit11out prior authorization from Krenos; or 5. Ordering Activity's use of the Software for purposes other than those for which they are designed or the use of

accessories or supplies not approved by Kronos; or 6. Ordering Activity's computer or operating system malfunctions; or 7. Services required for application programs and/or conversions from products or software not supplied by Kronos; or 8. If a client alters the database in any manner on their own without partnering with Kronos then the maintenance

support and warranties are no longer valid; or 9. Re-programming, including reconfiguration of the Software or the rebuilding of Ordering Activity's database. 10 Kronos will support or implement Software under the currently supported releases of 3'd party vendor infrastructure

products (database. operating, and application software) only.

In addition to the Support exclusions above the following Services are NOT covered by your Kronos Support Service Agreement and are subject to the Contractor's current Kronos Professional Service GSA rates.

1. Configuration Changes, Reprogramming, New Programming such as. but not limited to, Work Rules, Pay Rules, Accrual Rules. Profiles. pay plans. work schedules. accounting structures, workflows, role definitions, and interfaces . Creating New Business Rules

a. Terminal Programming and Cold Start b. Pay Period Changes

2. IT related maintenance a. Unsupported Operating System, Database. or Software b. Database Software upgrades c. Midd/eware upgrades d. Performance related issues caused by non application events e. SSO Requirements f. Load Balancing g. Monitor/management tools h. Internet security consulting/firewall integration

API/XML consulting j. Web Services consulting k. IT process review (backup, refresh, etc.) I VMWare (Virtual Machine) m. All hardware (other than Kronos hardware)

3. Programming, modifying, implementing, training or troubleshooting the following: a. Data integration interfaces b. Custom Reports c. Custom Application extensions

4. Editing templates and creating new templates 5. Installing or reinstalling Applications such as. but not limited to:

a. Adding a workstation b. Moving the Kronos application c. Reinstalling following a hard drive crash d. System Restoration after hardware failure e. Virus Protection and Spyware

6. Database Administration Maintenance or Services suc/1 as. but not limited to: a. Database maintenance scripts b. Writing or customizing database scripts for data reporting and/or retrieval c. Performance Tuning d. Sizing e. Load balancing f. Data warehouse, data mart, cloud computing, data mashing consulting g. Disaster Recovery (other catastrophic failure) h. Database backup strategy and/or setup

7. Establishing or maintaining a Non-Production Environment such as, but not limited to: a. Test environments, i.e .. application servers, database servers b. Demonstration environment c. Training enwonment

8. Troubleshooting Environmental Issues such as, but not limited to: a. Operating System b Network Issues c. Load Balancing


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d. Firewalls e. Servers f. Workstations g. Alternate sign on processes, such as single sign on ore-Authentication

9. Custom Reports or Custom Application Extensions 10. Implementation or configuration services related to upgrading product such as. but not limited to:

a. Software implementation b. Porting custom software (i.e., reports) c. Change management d. Training e. New functionality deployment f. Application interfaces

11. Service to Kronos modified software is not provided, unless otherwise specified on the applicable Statement of Work and Purchase Order for such modified software.

12. Importing new data or developing additional interfaces 13. Load balancing configuration 14. Virtual server configuration

4. Suppo1t Discontinuance - End of Se!Vice Life Kronos may discontinue support for the Software upon 30 days written notice to Ordering Activity, or at the anniversary date of the relevant support Agreement, whichever is longer. If such support is discontinued during the initial or any renewal tenn of the relevant support Agreement. the remaining value of the Agreement will be left as a credit on the account to be applied against any future invoices

Contractor through Kronos would no longer provide any type of support for the discontinued Software - no calls accepted, and no patches. bug fixes or changes in any fonn will occur no matter the Ordering Activity issue. The Ordering Activity is eligible to receive the next version or release of the Software as long as they are current on their maintenance support services payment and their current Software is not yet discontinued.

If the customers current Software has been discontinued and the client is current on their maintenance, but the Ordering Activity has not upgraded to t11e new version or release by the date of discontinuance of support, then the client will have to purchase new licenses of the Software. Kronos would provide a credit toward the purchase new licenses by the unused portion of their maintenance payment.

If the Ordering Activity does not remain current on their maintenance support services before the discontinuance of support. then they will not receive the next version or release of the Software until they reinstate their licenses of the Software. The client must become current on their maintenance and upgrade to the new version or release before the discontinuance of support date to avoid having to purchase new licenses of the Software.

If the Ordering Activity did not remain current on their maintenance support services and did not become current on their maintenance supports services before the discontinuance of support, then they will not receive the next version or release of the Software until they purchase new licenses of the Software.

5. Rem statement of Support Setvices In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering Activity did not originally purchase Software or Equipment supp01i services and wishes to reinstate or procure such services. Ordering Activity must pay the GSA price for the Support service for such lapsed or un-procured time period, plus the current support fee for the support option being purchased by Ordering Activity.

6. Gold Support Service Coverage Period Contractor through Kronos provides maintenance support services to their customers during regular business hours Regular business hours are defined as weekdays, Monday through Friday, between 9 a.m. and 5 p.m. Eastern Time, except on l<ronos holidays and Federal holidays.

Contractor through Kronos will provide on-call Tier 2 and Tier 3 help desk support to diagnose and correct Kronos webTA and/or Kronos Federal App system problems and bug fixes to the initial configured as tested, accepted. and deployed baseline release. The primary means of support is a 24-hour web interlace to a sophisticated request tracking system. Support requests can be submitted at https://kronosfederal.corn/support or by calling our toll-free number. Support requests are automatically forwarded to the appropriate support staff. /\ny r<·.•qucsl.s suiJ!lliJt·)(J IJy phone •Nili ;1bo IJ•' entered into the !<ronos trackrng sy::;tcm and rnanaq('cJ via th;3t sy~)tcn: unlif lhc r:;s'Jo is rc~~ufv(:d /\s V.rnno~, V.'f.1rk::; !o resolve issue~ subnHHecl eiU1e:~r :Jy pl1one or entered directly into tracl~Hl~J sys1ern <Jii sul.1sequer1! updales and s·_Bftrsc;s reported by IJoth tile eli em ilml t<ronos. will tx• posted and man<JSJ0d llil orrq11 tile l\1 ono>; t~<>ckinq ~.ys\t;rn only

/1 client lntlStllienlify ! or moro ·ndividmds as de~.ignatecl web'!!\ f'.0!11inis!r;l\Ofs to frllfili that role as idcn:lfred irl llw weh I fl soHwalie r<ronos w1il provic;e llll to H:' 11ours of vJcbTi\ fllJilllll>SirDinr traininq for \11csc drosrqliato:i irlciiviclunls /1 client rnust donHnerJt u-~cse lndi-.,icluals by n,:nne ~~ COilL:-Wt inf01malion T!1e !r<..iint:'d v.Jt~l)l/\ f\dnlinistr:lt0!5 arc: t:1e only <:luthorizcd TldivldUl11~, to :::nter ti-~kc~ts :nto ~he !<.r()!lO~. tr0ckin~l the dieJJ! and f<ronns l<1ono~; :;tlPr-'olt pe1sor:rJel v.'i!! vvc1k vnU1

GS-35F-0265X

un:c-::s~· Ot!Wn.:.w;.c W}!"C:Cd upO!l 0!l'l clUCLltrlf:ll!t)(! !)\'

cl"onl·s we~·, I /1 •'.dmrnrslralors to assure Uwt Ilk client

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has tllorouollly researched an issue on !he clients er<d so that I he clrent l'·leh l"A ;\drnirHsl! n:ors C<H) vonfy & document l!wl 1t is truly J l<ronos wel)T!\ issue Uwt requnes resolution_

7. Prionty Based Suppott Contractor through Krenos provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first. Kronos Federal Support has set up the following guidelines to assess the priority of each service request:

1. High Priority: These items are further defined as a critical outage -either a Blocker issue or a Critical issue and can be marked as such in the ticketing system. A critical Ordering Activity issue with no available workaround where the system or a module may be down, experiencing major system degradation, data corruption or other related factors resulting in the Ordering Activity not being able to process their payroll such as:

a. Blocker Issues Production is down and unable to sign-off Time Cards

ii. Actual totals are not accurate iii. Unable to access a critical application function iv. No workaround is available.

b. Critical Issues i. Crashes of the system ii. Loss of data iii. Severe memory leak

2. Medium Priority: An issue to be marked as Major in the ticketing system. This is a serious Ordering Activity issue which impacts ability to utilize tile product effectively such as:

a. Intermittent or inconsistent functionality results or data accuracy b. Data display inaccuracies or inconsistencies c. System performance is inconsistent or fluctuates d. A workaround is available.

3. Low Priority: Non-critical problems that are marked as either Minor or Trivial and are generally Use and Usability issues and or "how to" questions such as:

a. Minor Issues How do I set up a holiday pay rule?

ii. How do I run a report? iii. How often should database maintenance be executed? iv. A workaround is available on the Ordering Activity portal.

b. Trivial Issues Misspells

ii. Misaligned text iii. Other cosmetic problems

8. Response Time Response time shall mean from the time the case priority is set by Kronos' Federal Support Center until a Kronos support representative contacts the Ordering Activity, either by phone or via the Kronos tracking system during regular business hours, to begin service. Kronos utilizes a priority based support focus. Customers will be serviced during regular business hours in accordance with the following guidelines:

High Priority - 1 hour Medium Priority- 4 hours Low Priority 8 11ours All response times are business hours.

9. Critical Outages Kronos Federal Support will provide continuous effort on all high priority critical outage events through either bug identification. the development of a workaround or problem resolution. If this effort goes beyond regular hours, the case may be passed to a non-business hour's team or to the mission critical support engineer on duty. On-going continuous effott may also be dependent on the Ordering Activity's ability to provide a resource to work with the Kronos Federal Support engineer during this period. If the critical outage is the result of or related to any factor listed m the Support Exclusions section of this agreement. then they are considered outside the scope of the setvices agreement and will require a separate order.

SECTION C APPLICATION HOSTING ADDENDUM SUPPLEMENTAL TERMS AND CONDITIONS

All references to Kronos in these Terms and Conditions should be read as "Contractor (immixTechnology, Inc.), acting by and through its supplier, Kronos Incorporated."

rhis Application Hosting Addendum of Supplemental Terms and Conditions (tile "Addendum") applicable for hosting services ordered by the Ordering Activity for Kronos Software licensed under Section A of this Attachment A.


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1. DEFINITIONS

'Application Hosting Program" or "Program" rm'?ans (i) accessibility to the commercially available object code version of the Kronos hosted applications, as set forth in the Managed Services SOW, means ol access to the password protected Ordering Activity area of the Kronos hosting environment, and (ii) Related Services.

''Content" means all content Ordering Activity. or others act111g on !Jehalf of or through Ordering Activrty, posts or otherwise inputs into the Program, including but not limited to information, data (such as payroll data. vacation time, and hours worked), designs, know-how, logos, text, multimedia images (e.g. graphics, audio and video files), comptlations, software programs, t11ird party software, applications, or other materials, or any other Ordering Activity content shared or processed on equipment under the control of Krenos or a Supplier.

'Hosting Related Services" means certain services set forth in a statement of work containing hosted related services (the

"Managed Services SOW"), such as hoslfng infrastructure, equipment, bandwidth, server monrtoring, backup services. reporting services, storage area network (SAN) services, load balancing services, security services, system administration, connectivity services, performance tuning, service pack installation and all professional and/or managed services and maintenance services related to hosting.

"Initial Tem1'' means the initial term for which Kronos shall provide the Program to Ordering Activity and as set forth in the applicable Managed Services SOW executed by Ordering Activity.

"Internal Use" means the use of the Program: (i) by Ordering Activity's personnel solely for Ordering Activity's internal business purposes and (ii) by any authorized employee. agent or contractor of Ordering Activity to process information relating to Ordering Activity's employees assigned to, or potential employees of, Ordering Activity's authorized business unit(s), solely for the internal business purposes of such business unit{s).

"Monthly Service Fee(s)" means the montl;ly fees described in the Managed Services SOW and set forth on the applicable Order Form, which shall include all Hosting Related Services fees.

"Order Form" means the order request form supplied by Ordering Activity that lists the Upfront Fees and Monthly Service Fees for the elements of Ordering Activity's particular Program.

"Personally Identifiable Data" means Information concerning individually identifiable employees of Ordering Activity that is protected against disclosure under applicable law or regulation.

"Prod\JCtion Environment" means a permanent environment established for the daily use and maintenance of the Application in a live environment throughout the term of a Program.

''Services Commencement Date" means that the earlier of (a) the date the Software will be ready to be transferred to the hosted environment, as mutually agreed by the parties in writing or (b) 90 days after the Effective Date. Notwithstanding the foregoing, the Services Commencement Date tor software hosted in a Temporary Environment shall commence seven {7) days after the Effective Date. For Ordering Activity ordering additional Programs, the Service Commencement Date for the products list on tl;at wl•ich is incremental to Ordering Activity's existing products sl1all be the date this Order Form is executed

"Service Description" means the detailed service description (including any supplementary service terms) specified in the Managed Services SOW which sets forth the specific Program to be provided to the Ordering Activity.

"Supplier" means any contractor, subcontractor or licensor of Kronos providing software. equipment and/or services to Krenos which are incorporated into or otherwise related to the Program.

"Temporary Environment" means a transient database environment created to serve limited purposes for a limited time period, and identified in the applicable Managed Services SOW as a Temporary Environment.

"Upfront Fees'' means the one time, Ordering Activity-specific infrastructure set-up fees as indicated on \he Order Form that will be charged to Ordering Activity to enable access to the Program.

2 MANAGED SERVICES STATEMENT OF WORK The description of the particular Program ordered by the Ordering Activity, the Program term, the Monthly Service Fee rates. the Upfront Fees and other fees, if any. applicable to the Program are described in the applicable Managed Services SOW and Order Form. Krenos will not change the Montl;ly Service Fee rates it charges for Ordering Activity's existing or tl;e SLA, during the Initial Term. Thereafter the changes applicable charges may change to the extent with the GSA pricing.

3. AUTHORIZED USE Ordering Activity shall take all reasonable steps to ensure that no unauthorrzed persons have access to the Program, and to ensure that no persons authonzed to have such access shall tak(e any act<on that would be in violation of this Addendum.


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4. MAINTENANCE ACCESS If Contractor through Kronos, its Suppliers, or the local access provider, as applicable, requires access lo Ordering Aclivity sites in order to maintain or repair the Program, Ordering Activity shall cooperate in a timely manner and reasonably provide such access and assistance as necessary.

5. ORDERING ACTIVITY REPRESENTATIONS AND WARRANTIES; ORDERING ACTIVITY OBLIGATIONS

5.1 Ordering Activity represents and warrants to Contractor that it has the right to publish and disclose Ordering Activity's Content in the Program.

5.2 Ordering Activity represents and warrants to Contractor that Ordering Activiiy'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 offenslVe to a reasonable person; or (c) be hateful or threatening.

5.3 Ordering Activity will, at its own cost and expense, provide all equipment. operating systems, and software (including a web browser) not provided by Contractor through Kronos and needed to access and use the Program in accordance with the technical requirements set forth in the Managed Services SOW. Ordering Activity will also provide, at its own cost and expense. all connections from its computer systems to the Program, which shall include all related costs associated with Ordering Activity accessing the Program. unless such connectivity services are purchased from Contractor as indicated on the Managed Services SOW and Order Form.

5.4 Ordering Activity shall not, and shall not permit any person or entity under Ordering Activity's direct or indirect control to: (a) recirculate. republish. distribute or otherwise provide access to the Program to any third party; (b) use the Program 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 Program; (d) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Program or any software components of the Program; (e) use, or allow the use of, the Program in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (f) introduce into the Program any virus or other code or routine intended to disrupt or damage the Program, alter, damage. delete, retrieve or record information about the Program or its users; or, (g) otheJWise act in a fraudulent, malicious or negligent manner when using the Program.

6. INTERNET ACCESS

6.1 If Ordering Activity purchases from Contractor dedicated internet connectivity to utilize the Program, such dedicated access into the hosting center will be delivered to Ordering Activity.

6.2 If Ordering Activity uses open internet connectivity or Ordering Activity-supplied VPN internet connections to access the Program, Ordering Activity acknowledges that the performance and throughput of the internet connection cannot be guaranteed by Contractor through Krenos, and variable connection performance may result in application response variations.

6.3 Ordering Activity hereby acknowledges that the internet is not owned. operated, managed by, or in any way affiliated with Contractor, Kronos, its Suppliers or any of its affiliates, and that it is a separate network of computers independent of Contractor and Kronos. Access to the internet is dependent on numerous factors, technologies and systems. many of which are beyond Kronos' authority and controL Ordering Activity acknowledges that Contractor or Kronos cannot guarantee that the internet access services chosen by Ordering Activity will meet the level of up-time or the level of response time that Ordering Activity may need. Ordering Activity agrees that its use of the internet access services and the rnternet is solely at its own risk, except as specifically provided in this Addendum, and is subJect to all applicable local, stale, national and international laws and regulations.

7. COMMENCEMENT OF PAYMENT. In consideration of the delivery of the Program, Ordering Activity shall pay Contractor the Monthly Services Fee as defined in the applicable Order Form. The Monthly Services Fee shall begin to accrue on the Services Commencement Date. and shall be invoiced monthly in advance. In addition, Ordering Activity shall be billed the one time set-up fee and any additional Upfront Fees set forth in !he applicable Order Fom1. Ordering Activity acknowledges that the billing commencement dale does not coincide with implementation completion. final configuration, or go-live.

8. LIMITATION OF LIABILITY KRONOS AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INJURIES CAUSED BY THE USE OF THE SERVICES OR BY ANY ERRORS, DELAYS. INTERRUPTIONS IN TRANSMISSION, OR FAILURES OF THE SERVICES.

IN ADDITION TO THE LIMITATIONS SET FORTH, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY, INCLUDING SUCH LIABILITY RELATED TO A BREACH OF SECURITY OR DISCLOSURE, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES. TROJAN HORSES. AND WORMS), ORDERING ACTIVITY'S CONTENT OR APPLICATIONS. THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT OR SOFTWARE OR SYSTEMS, OR MACHINE ERROR.

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9. DATA SECURITY

9.1 As part of the Program, Contractor through Kronos shall provide those Kronos security-related services described in the Managed Services SOW. Ordering Activity acknowledges that the security-related services endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Ordering Activity should consider any particular security-related service as just one tool to be used as part of an 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.

9.2 All Personally Identifiable Data contained in any Software, Equipment or systems supplied by Contractor through Kronos, or to which Contractor t11rough Kronos has access to under this Addendum, as between Contractor and Ordering Activity, is Ordering Activity's Confidential information and will remain the property of Ordering Activity. Ordering Activity hereby consents to the use, processing and/or disclosure of Personally Identifiable Data only for the purposes described herein and to the extent such use or processing is necessary for Contractor through Kronos to carry out its duties and responsibilities under this Addendum or as required by law.

9.3 Prior to initiation of the Program and on an ongoing basis thereafter. Ordering Activity agrees to provide notice to Contractor through Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Ordering Activity and which could be imposed on Kronos as a result of provision of the Program. Ordering Activity will ensure that: (a) the transfer and storage of any Personally Identifiable Data to Kronos and managed by Kronos' or Supplier's data center is legitimate under applicable data protection laws and regulations; and (b) Ordering Activity will obtain consent from individuals for such transfer and storage to the extent required under applicable laws and regulations.

9.4 At no cost to Ordering Activity, Contractor through Kronos shall upon (i) request by Ordering Activity at any time and (ii) the cessation of the Program, promptly return to Ordering Activity, in the format and on the media in use as of the date of the request, all Personally Identifiable Data.

10. TERMINATION

10.1 Upon termination, Contractor shall have not obligation to continue to provide the Program. Failure to make payment of the Program fees or of any other default of the Ordering Activity shall not constitute a waiver by contract of any such fees or other fees which remain unpaid.

SECTION D WORKFORCE CENTRAL -SOFTWARE AS A SERVICE TERMS AND CONDITIONS

Ordering Activity and Contractor agree that the terms and conditions set forth below shall apply to the Contractor through Kronos supply of the commercially available object code version of the Workforce Central software application programs and related services and materials (including applicable documentation) and equipment (if any) specified on an order form (collectively, the "Services"). The applications described on an order form signed by Ordering Activity (the "Order Form") shall be delivered by means of Ordering Activity's permitted access to the password protected Ordering Activity area of a Kronos website.

ORDERING ACTIVITY AGREES TO THESE TERMS AND CONDITIONS OF THIS SECTION D OF THE ATTACHMENT A FOR ALL ORDER FORMS FOR THE SERVICES. THERE TERMS FOR THE SERVICES, EFFECTIVE AS OF THE DATE THE ORDER FORM IS ACCEPTED BY THE CONTRACTOR (THE "EFFECTIVE DATE").

1. TERM

1.1 The Services shall be deemed to start on the earlier of: a) ninety (90) days from Contractor's receipt of the relevant Order Form; or, b) the date Ordering Activity is authorized to "go live" with the Services for production purposes, (the "Start Date"), and shall continue for a year or sucl1 other term set forth on the Order Form unless terminated in accordance with the provisions hereof (the "Term"). Ordering Activity acknowledges that execution of separate third party agreements may be required in order for Ordering Activity to "go live" with certain add-on features or functionality, including tax filing services ("Add-on Features"), as identified by Contractor on the Order Form.

1.2 Ordering Activity may terminate the Services or Order Form for convenience upon thirty (30) days prior wrrtten notice. Upon termination Contractor shall have not obligation to continue to provide the Services. Failure to make payment of the Services fees or of any other default of the Ordering Activity shall not constitute a waiver by contract of any such fees or other fees which remain unpaid.

1.3 If the Order Form is tenninated for any reason· (a) Ordering Activity shall pay Contractor within thirty (30) days all fees accrued for t11e Services prior to the date of tennination, provided that if Ordering Activity terminates for material breacl1 of this section D of this Attachment A and Order Form, Contractor shall be responsible to refund to Ordering Activity unused pre-paid service fees, if any; (b) Ordering Activity's right to access and use the Services s11all be revoked and be of no further force or effect; (c) Within fifteen (15) days of termination, or upon Ordering Activity's written request at any time during t11e Term,


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Contractor through Krenos will provide to Ordering Activity, at no cost to Ordering Activity, Ordering Activity's historical data in the format and on the media in use at the time. After such time period, Contractor through Kronos shall have no further obligation to store and/or make available Ordering Activity's historical data and may delete same. If Ordering Activity requires additional data conversion services from Kronos. these services may be contracted from Kronos at Krenos· then published rates. (d) Ordering Activity agrees to timely return all Kronos-provided materials related to the Services to Kronos at Ordering Activity's expense or, alternatively, upon prior written approval of Kronos. provrde Kronos with an officer's certification of the destruction thereof; and (e) all provisions in this section D of this Attachment A, which by their nature are intended to survive termination, shall so survive.

2. FEES AND PAYMENT

2.1 In consideration of the delivery of the Services, Ordering Activity shall pay Contractor the Implementation Fees, the Monthly Service Fees and any additional one time, set-up or recurring fees, all as defined on the Order Form. All fees payable for the Services shall be sent to the address specified on the Contractor invoice. Unless otherwise set forth on this Section D, all amounts paid to Contractor are non-refundable.

2.2 The Implementation Fees shall be invoiced upon execution of the Order and. Ordering Activity acknowledges that setup fees may be charged to Ordering Activity by third parties for Add-on Features. Monthly Service fees shall be based on monthly periods that begin on the Start Date. Monthly Service Fees shall include fees for Equipment rental, if any, as described in Section 8 below.

3. LICENSE TO USE

3.1 Subject to the terms and conditions of the Section of the Attachment A and the Order Form, Contractor hereby grants Ordering Activity during the Term a limited, revocable, non-exclusive. non-transferable, non-assignable license to use for internal business purposes only: a) the Kronos application(s) and related services, including applicable application software documentation and Services description documentation published by Krenos (the "Documentation"); b) training materials and KnowledgePass Content; and, c) any embedded third party software. libraries, or other components, which are included in the Services. The Services contain proprietary trade secret technology of Krenos. Unauthorized use and/or copying of such Services are prohibited by law, including United States and foreign copyright law. Ordering Activity may use the software included in the Services in object code fonn only, and shall not reverse compile, disassemble or otherwise convert such software into uncompiled or unassembled code. Ordering Activity acknowledges and agrees that the license to use the Services is limited based upon the amount of the Monthly Service Fees to be paid by Ordering Activity. Ordering Activity agrees to use only the modules and/or features for the number of employees and users as described on the Order Form. Ordering Activity agrees not to use any other modules or features nor increase the number of employees and users unless Ordering Activity has licensed such additional modules, features, employees or users, as the case may be. Ordering Activity may not relicense or sublicense the Services, or otherwise permit use of the Services (including timesharing or networking use) by any third party. Ordering Activity may not provide service bureau or other data processing services that make use of the Services without the express prior written consent of Krenos. No license. right, or interest in any Krenos trademark, trade name, or service mark, or those of Kronos' licensors or third party suppliers ("Suppliers"). is granted hereunder.

3.2 Ordering Activity may authorize its third party contractors and consultants to access the Services on an as needed basis, provided Ordering Activity: a) abides by its obligations to protect confidential information; b) remains responsible for all such third party usage and compliance with this section D of this Attachment A; and c) does not provide such access to a competitor of Kronos who provides workforce management services.

3.3 Ordering Activity agrees and acknowledges that Krenos retains ownership of all right, title and interest to the Services, all of which are protected by copyright and other intellectual properiy rights, and that, other than tile express licenses granted herein, Ordering Activity shall not obtain or claim any rights in or ownership interest to the Services or any associated intellectual property rights therein. Ordering Activity agrees to comply with all copyright and other intellectual property rights notices contained on or in any information obtained or accessed by Ordering Activity through the Services.

3.4 As part of its support services described in Section 5 below, Contractor through Kronos will make updates and upgrades to the Services (tools, utilities, improvements, t11ird party applications, general enhancements) available to Ordering Activity at no charge as they are released generally to its customers. Ordering Activity agrees to receive those updates automatically as part of the Services. Kronos also may offer new products and/or services to Ordering Activity at an additional charge. Ordering Activity shall have the option of purchasing such new products and/or services under a separate Order Form.

3.5 Contractor through Kronos reserves the right to change or discontinue the Services. in whole or in part, including but not limited to, the Internet based services, support options, and other Services-related policies. Ordering Activity's continued use of tile Services after Kronos posts or otherwise notifies Ordering Activity of any changes indicates Ordering Activity's agreement to those changes.

4. ACCEPTABLE USE

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4.1 Ordering Activity shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Attachment A.

4.2 Ordering Activity represents and warrants to Contractor that it has the right to publish and disclose Ordering Activity's data and other content ("Ordering Activity Content") in the Services. Ordering Activity represents and warrants to Contractor that tt1e Ordering Activity 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.

4.3 Ordering Activity will not (a) use, or allow the use of, the Services or Ordering Activity Content in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos systems used to provide the Services; (d) pertorm 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, (d) otherwise act in a fraudulent, malicious or negligent manner when using the Services.

5. CONNECTIVITY AND ACCESS

5.1 Ordering Activity acknowledges that it shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (including any and all related hardware, software, third party services and related equipment and components); (b) provide Contractor through Kronos and its representatives with such physical or remote access to Ordering Activity's computer and network environment as Kronos deems reasonably necessary in order for Kronos to pertorm its obligations under this section D of this Attachment A and Order Form. Contractor through Kronos, subject to the Ordering Activity's security requirements pertaining to security clearances and access to premises, computer systems, and data, is hereby (i) granted access to such Ordering Activity data to pertorm its obligations under this section D of this Attachment A and Order Farm and (ii) authorized to Ordering Activity's usage of the Services per the terms of the GSA Schedule Contract; (iii) make all necessary arrangements as may be required to provide such physical access to Ordering Activity's computer and network environment if necessary for Kronos to pertorm its obligations under this section D of this Attachment A and Order Form.

5.2 Ordering Activity shall be fully responsible for all access requirements imposed by law, rule, regulation or contract in order for Contractor through Kronos to deliver the Services pursuant to the terms of this section D of this Attachment A and Order Form. Ordering Activity shall provide 30 calendar days advance written notice to Kronos of any change, modification, or reconfiguration of components or elements of the Ordering Activity's computer and network environment which may, in any manner, affect Ordering Activity's access to the Services.

6. IMPLEMENTATION AND SUPPORT

6.1 Implementation. In consideration of the payment of the Implementation Fee, Contractor through Kronos will configure the Services utilizing scl1eduled remote resources. Software module configuration will be based on information and work flows obtained from Ordering Activity during the discovery portion of the implementation. Ordering Activity shall provide Kronos with necessary configuration-related information in a timely manner to ensure that mutually agreed implementation schedules are met. In the event that Kronos is required to travel to Ordering Activity's location during the implementation, Ordering Activity agrees to pay any travel expenses, such as airtare, lodging, meals and local transportation, incurred by Kronos in accordance with the GSA terms. Kronos and Ordering Activity's implementation responsibilities are described more specifically in the Services Implementation Guideline set forth at: http://www.kronos.com/products/smbsolutions/workforce-central-saas/implementation-guidlines.aspx. In the event of inconsistencies between the Services Implementation Guideline and this Attachment A, the Attachment A shall prevail.

6.2 Gold Support. As part of the Services, Kronos will provide telephone support 8:00a.m. to 8:00p.m., local time, Monday- Friday. Ordering Activities also shall be provided the capability to log questions online via the Kronos Customer Portal.

6.3 Depot Exchange Services for Equipment Provided Ordering Activity has purchased depot exchange support services for the Equipment, the following terms shall apply: Upon the failure of installed Equipment, Ordering Activity shall notify Contractor through Kronos of such failure and Kronos will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related shall be dispatched to a Kronos Depot Repair Center, and Ordering Activity will be provided with a Return Material Authorization Number (RMA) for the failed Equipment if Ordering Activity is to return the failed Equipment to Kronos, as reasonably determined by Kronos. Ordering Activity must return the failed Equipment with the supplied RMA number. Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange" basis, utilizing a carrier of Kronos' choice. Replacement Equipment will be shipped the same day, for delivery to Ordering Activity's location. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Ordering Activity shall specify the address to which tile Equ1pment is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the recipient. Ordering Activity, upon receipt of the replacement Equipment from Kronos. shall package the defective Equipment in the materials provided by Kronos, with the


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RMA supplied and promptly return failed Equipment directly to Kronos. Equipment support also includes Ordering Activity access to Equipment service packs via the Kronos Ordering Activity Portal.

6.4 l<nowledgePass Education Subscription As part of the Services. Contractor through Kronos will provide Ordering Activity with the KnowledgePass Education Subscription. The KnowledgePass Education Subscription provides access to certain educational offerings provided by Kronos (the "KnowledgePass Content"). Ordering Activity recognizes and agrees that the Knowledge Pass Content is copyrighted by Kronos. Ordering Activity is pennitted to make copies of the KnowledgePass Content provided in 'pdf fonm solely for Ordering Activity's internal use and may not disclose suc11 KnowledgePass Content to any third party other than Ordering Activity's employees. Ordering Activity may not edit, modify, revise. amend, change, alter, customize or vary t11e KnowledgePass Content without the written consent of Kronos. provided that Ordering Activity may download and modify contents of Training Kits solely for Ordering Activity's internal use.

6.5 Training Courses. As part of the Services. for each software module included in the Services purchased by Ordering Activity, Ordering Activity's employees shall be entitled to attend, in tile quantity indicated, the corresponding training courses set forth at: http://www. kronos. com/prod ucts/sm b-s ol uti o ns/wo rk force-centra 1-saa s/tra in inq -quid I i nes. as px Participation in such training courses is limited to the number of seats indicated for the courses corresponding to the modules fonming a part of the Services purchased by Ordering Activity.

7. ORDERING ACTIVITY CONTENT

Ordering Activity shall own all Ordering Activity Content and posts or other inputs into the Services by Ordering Activity or otl1ers acting on behalf of or through Ordering Activity. including but not limited to information. data (such as payroll data, vacation time, and hours worked), logos, text, multimedia images (e.g. graphics, audio and video files), compilations or any other content shared or processed through the Services. Contractor through Kronos acknowledges that all such Ordering Activity Content is deemed to be the Confidential Information of Ordering Activity. Notwithstanding the foregoing, Ordering Activity grants Kronos permission to combine Customer's business data with that of other customers in a manner that does not identify the Ordering Activity or any individual in order to evaluate and improve the services Kronos offers to customers. In addition, Kronos may, but shalf have no obligation to, monitor Ordering Activity content from time to time to ensure compliance with this section D of this Attachment A and Order Form and applicable law.

8. EQUIPMENT

If Ordering Activity purchases or rents time clocks or other equipment from Kronos, a description of such Equipment (model and quantity) and the applicable pricing shall be listed on the Order Fonm (the "Equipment"). Delivery terms for the Equipment are FOB shipping point. prepay and add. Ordering Activity shall bear all risk of Joss or damage while the Equipment is in transit to Ordering Activity.

8.1 The following additional terms apply only if Ordering Activity rents Equipment from Kronos: a) Rental Term and Warranty Period. The term of the Equipment rental and the "Warranty Period" for such

Equipment shall run coterminously with the Tenm of the other Services provided under this section D of this Attachment A and Order Form.

b) Insurance. Ordering Activity shall insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by fire. theft. and all normal extended coverage at all times. No loss. theft or damage after shipment of the Equipment to Ordering Activity shall relieve Ordering Activity from its obligations under this section D of this Attachment A and Order Fonn.

c) Location/Replacement. Ordering Activity shall not make any alterations or remove the Equipment from the place of original installation without Kronos' prior written consent. Kronos shall, subject to the Ordering Activity's security requirements pertaining to security clearances and access to premises, computer systems. and data, have the right to enter Ordering Activity's premises to inspect the Equipment during normal business hours. Kronos reserves the right, at its sole discretion and at no additional cost to Ordering Activity, to replace any Equipment with newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced.

d) Ownership. All Equipment shall remain the property of Kronos. All Equipment is, and at all times shalf remain. separate items of personal property. notwithstanding their attachment to other equipment or real property. Ordering Activity shall not sell or otherwise encumber the Equipment. Ordering Activity shall furnish any assurances, written or otherwise, reasonably requested by Kronos to give full effect to the intent of terms of this paragraph (d).

e) Equipment Support Kronos shall provide to Ordering Activity the Equipment support services described in Section 6 above. The cost of such support service shall be included in the Monthly Services Fees.

f) Return Of Equipment. Upon termination of the applicable Order Fonm, Ordering Activity agrees that Ordering Activity shalf disconnect, crate and return the Equipment to Kronos within thirty (30) days at Ordering Activity's expense. Equipment will be returned to Kronos in the same condition as and when received. reasonable wear and tear excepted. If Ordering Activity fails to return Equipment within this time period. Kronos shall invoice Ordering Activity for the then list price of the Equipment.

8.2 Tire followrng additional terms apply only if Ordering Activity purchases Equipment from Contractor:


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a) Ownership and Warranty Period. Title to the Equipment shall pass to Ordering Activity upon delivery to the carrier (FOB- Shipping Point, Prepay and Add). The ·warranty Period" for the Equipment shall be for a period of ninety (90) days from such delivery.

b) Equipment Support Contractor through Kronos shall provide to Ordering Activity the Equipment services described in Section 6 above if purchased separately by Ordering Activity as indicated on applicable Order Form. If purchased, Equipment support services shall commence upon expiration of the Warranty Period.


Contractor through Krenos shall: (a) provide Gold suppor1 for the Services as described in Section 6.2 above at no additional charge, (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week. except for: (i) planned downtime during the scheduled maintenance period of Monday Friday, 4 a.m. to 6 a.m., Eastern time, and Saturday and Sunday, 12 a.m. to 6 a.m .. Eastern time, or (ii) any unavailability due to a Force Majeure Event and (c) provide Services in accordance with applicable laws and government regulations.

10. LIMITED WARRANTY: DISCLAIMERS OF WARRANTY

10.1 Contractor represents and warrants that the Services, under normal operation as specified in the Documentation and when used as authorized herein, will perform substantially in accordance with the Documentation during the Term.

10.2 Contractor's obligation and Ordering Activity's remedy for any breach of the above warranty is limited to Contractor's reasonable commercial efforts to correct the non-conforming Services at no additional charge to Ordering Activity. In the event that Contractor is unable to correct deficiencies in the Services, after using its commercially reasonable efforts to do so, Ordering Activity shall be entitled to terminate the then remaining term of the Order Form for cause in accordance with Section 1 above as Ordering Activity's remedy. Contractor's obligations hereunder for breach of warranty are conditioned upon Ordering Activity notifying Contraclor of the material breach in writing, and providing Contractor with sufficient evidence of such non-conformity to enable Contractor to reproduce and/or verify the same.

10.3 Contractor warrants that all Equipment shall be free from defects in materials and workmanship during the Warranty Period as described in Article 8 above. In the event of a breach of this warranty. Ordering Activity's remedy shall be Contractor's repair or replacement of the deficient Equipment, at Contractor's option, provided that Ordering Activity's use, installation and maintenance thereof have confonned to the published specifications for such Equipment This warranty is extended to Ordering Activity only and shall not apply to any Equipment (or parts thereon in the event of:

a) damage, defects or malfunctions resulting from misuse. accident, neglect, tampering, (including modification or replacement of any Krenos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use;

b) failure of Ordering Activity to provide and maintain a suitable installation environment. as specified in the published specifications for such Equipment; or

c) malfunctions resulting from the use of badges or supplies not approved by Kronos.

EXCEPT AS WARRANTED IN THIS SECTION 10 AND TO THE EXTENT PERMITTED BY LAW. CONTRACTOR HEREBY DISCLAIMS ALL WARRANTIES. CONDITIONS, GUARANTIES AND REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS AND IMPLIED, ORAL OR IN WRITING. INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERRORFREE OR UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION D, CONTRACTOR MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATIBILITY OF SOFWVARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED THEREFROM. CONTRACTOR PROVIDES NO WARRANTY FOR SUPPLIER HARDWARE OR SOFTWARE EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED ON AN ORDER FORM.

11 0 DATA SECURITY

11.1 As part of the Services, Contractor through Krenos shall provide those administrative. physical, and technical safeguards for protection of the security, confidentiality and integrity of Ordering Activity dala as described at: hlto//www .kronos. comlproductslsm b -solujions/workforce-central-saas/security-description. a§J22S . Ordering Activity acknowledges that such safeguards endeavor to mitigate security incidents. but such incidents may not be mitigated entirely or rendered harmless. Ordering Activity should consider any particular Kronos supplied security-related safeguard as one tool to be used as part of Ordering Activity's overall security strategy and not a guarantee of security. parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties under this section D of this Atlachment A.

11.2 As between Ordering Activity and Contractor. all ""''·~n·n"''v identifiable data contained in any applical•ons or systems supplied by Contractor through Kronos, or to Krenos l1as access to under this section D of this At!achment A ancl Order Form ("Personally Identifiable Data") is Activiiy's Confidential Information and will remain the property of Ordering Activity. Ordering Activity represents to the best of its knowledge such Personally identifiable


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Data supplied to Kronos is accurate. Ordering Activity hereby consents to the use, processing and/or disclosure of Personally Identifiable Data by Krenos and Its Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary lor Kror.os to carry out its duties and responsibilities under this section D of this Attachment A or as required by law.

11.3 Prior to initiation of the Services under this section D of this Attachment A and Order Fonn and on an ongoing basis thereafter, Ordering Activity agrees to provide notice to Contractor through Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Ordering Activity's industry and which could be imposed on Kmnos as a result of provision of the Services Ordering Activity will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable Data by Kronos or its Supplier's data center, is permitted under applicable data protection laws and regulations; and, (b) Ordering Activity will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations.

11.4 Upon the cessation of the Services, Ordering Activity shall be afforded the opportunity to retrieve all Personally Identifiable Data in accordance with Section 1.5 above.

12 RESERVED

13. LIMITATION OF LIABILITY

13.1 EXCEPT AS SPECIFICALLY PROVIDED WITHIN THIS SECTION, KRONOS AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INJURIES CAUSED BY THE USE OF THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR FAILURES OF THE SERVICES.

13.2 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM CONTRACTOR'S OR KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY, INCLUDING SUCH LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES. TROJAN HORSES, AND WORMS), ORDERING ACTIVITY'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SOFTWARE OR SYSTEMS, OR MACHINE ERROR

14. CONFIDENTIAL INFORMATION

14.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of care and confidentiality. but not less than a reasonable standard of care, wt1ich such Party utilizes for its own information of similar character that it does not wish disclosed to the public.

15. EXPORT Ordering Activity understands that any export of the Equipment or Software or related documenlation or information may require an export license and Orderi11g Activity assumes lull responsibility for obtaining such license. Ordering Activity must obtain Krenos' prior written consent before exporting the Software or Equipment

16. GENERAL Ordering Activity understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general Service or product development direction, potential future Services, products and/or product enhancements under consideration, Ordering Activity is not entitled to any Services, products or product enhancements other than those contained on the Order Form. Ordering Activity has not relied on the availability of any future version of the Services (including software or equipment) identified on an Order Form, nor any other future product in executing this section D of this Attachment A

SECTION E KRONOS WORKFORCE READY"'· SOFTWARE AS A SERVICE TERMS AND CONDITIONS

Ordering Activity and Contractor agree that the terms and conditions set forth below shall apply to the Kronos supply of the commercially available object code version of the software application programs and related services and materials (including applicable documentation) and equipment (if any) specified on an order form (collectively, the "Services"). The Services described on an order lonn srgned by Ordering Activity and returned to Contractor (the "Order Form") shall be delivered by means of Ordering Activity's pennitted access to the password protected customer area of a Kronos website.

ORDERING ACTiVITY AGREES TO THESE TERMS AND CONDITIONS OF THIS SECTION E OF THE ATTACHMENT A FOR ALL ORDER FOf~MS FOR THE SERVICES. THERE TERMS FOR THE SERVICES. EFFECTIVE AS OF THE DATE THE ORDER FORM IS ACCEPTED BY THE CONTRACTOR (THE "EFFECTIVE DATE").

1. TERM

1.1 The Services shall be deemed to start on the earlier of a) ninety (90) days from Contractor's receipt of the relevant Order Form; or, b) the date Ordering Activity is authorized to "go live" with I he Services for production purposes, (the "Start Date"). and shall continue and shall continue for a or sucl1 other term set forth on the Order Form unless tenninated in accordance with the provisions hereof (the Ordering Activity acknowledges that execution of


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separate third party agreements may be requ1red in order for Ordering Activity to "go five" with certain add-on features or functionality, including tax filing services ("Add-on Features"), as identified by Contractor on the Order Form.

1.2 Ordering Activity may terminate the Services or this Order Form for convenience upon thirty (30) days prior written notice. Upon termination, Contractor shall have no obligation to continue to provide the Services. Failure to make payment of the Services fees or of any other default of the Ordering Activity shall not constitute a waiver by contract of any such fees or other fees which remain unpaid.

1.3 If the Order Farm is tenninated for any reason: (a} Ordering Activity shall pay Contractor within thirty (30) days all fees accrued for the Services prior to the date of termination, provided that if Ordering Activity terminates for material breach of this sec!lon D of this Attachment A and Order Form, Contractor shall be responsible to refund to Ordering Activity unused pre-paid service fees, if any; (b) Ordering Activity's right to access and use the Services shall be revoked and be of no further force or effect; (c) Within fifteen (15) days of termination. or upon Ordering Activity's written request at any time during the Tenn. Contractor through Kronos will provide to Ordering Activity, at no cost to Ordering Activity. Ordering Activity's historical data in the format and on the media in use at the time After such time period, Kronos shall have no further obligation to store and/or make available Ordering Activity's historical data and may delete same. If Ordering Aclivity requires additional data conversion services from Kronos, these services may be contracted from Kronos at Kronos' then published rates. (d) Ordering Activity agrees to timely return all Kronos-provided materials related to the Services to Kronos at Ordering Activity's expense or, alternatively, upon prior written approval of Kronos, provide Kronos with an officer's certification of the destruction thereof; and (e) all provisions in this section D of this Attachment A, which by t11eir nature are intended to survive termination, shall so survive.

2. FEES AND PAYMENT

2.1 In consideration of the delivery of the Services, Ordering Activity shall pay Contractor the Setup Fees, the Monthly Service Fees and any additional one time, set-up or recurring fees, all as defined on the Order Form. All fees payable for the Services shall be sent to the address specified on the Contractor invoice. Unless otherwise indicated on an Order Form, payment terms for all items except the Setup Fees shalt be net upon receipt of invoice Except as expressly set forth in this Section E, all amounts paid to Contractor are non-refundable.

2.2 The Setup Fees shall be invoiced upon execution of the Order and shall be due net 30 days following date of invoice. Ordering Activity acknowledges that setup fees may be charged to Ordering Activity by third parties for Add-on Features. Monthly Service fees shall be based on monthly periods that begin on the Start Date. Monthly Service Fees shall include fees for Equipment rental, if any, as described in Section 8 below.

3. LICENSE TO USE

3.1 Subject to the terms and conditions of the Section E, Contractor hereby grants Ordering Activity during the Term a limited, revocable. non-exclusive, non-transferable, non assignable license to use for internal business purposes only: a) the Kronos application(s} and related services, including applicable Services description documentation and training materials (the "Documentation"); and, b) any embedded third party software, libraries, or other components. which collectively comprise the Services. The Services contain proprietary trade secret technology of Kronos. Unauthorized use and/or copying of such Services are prohibited by law, including United States and foreign copyright taw. Ordering Activity may use the software included in the Services in object code form only, and shall not reverse compile. disassemble or otherwise convert such software into uncompiled or unassembled code. Ordering Activity acknowledges and agrees that the license to use the Services is limited based upon authorized Usage and the amount of the Monthly Service Fees to be paid by Ordering Activity. Ordering Activity agrees to use only the modules and/or features described on the Order Form. Ordering Activity agrees not to use any other modules or features unless Ordering Activity has licensed such additional modules or features. Ordering Activity may not relicense or sublicense the Services, or otherwise permit use of the Services (including limesharing or networking use) by any third party. Ordering Activity may not provide service bureau or other data processing services that make use of the Services without the express prior writ!en consent of Kronos. No license, right, or interest in any Kronos trademark, trade name, or service mark, or those of Kronos' licensors or third party suppliers ("Suppliers"), is granted hereunder.

3.2 Ordering Activity may authorize its third party contractors and consultants to access the Servrces on an as needed basis, provided Ordering Activity: a) abides by its obligations to protect confidential information: b} remains responsible for all such third party usage and compliance witl1 the Section E of this Attachment; and c) does not provide such access to a competitor of Kronos who provides workforce management serv1ces.

3.3 Activity agrees and acknowledges that Kronos retains ownership of all nght, title and interest to the Services, of which are protected by copyright and other intellectual property rights, and that, other than the express licenses granted herein, Ordering Activity shall not obtain or claim any rights in or ownership 1nterest to the Services or any associated inleltec!ual property rights therein. Ordering Activity agrees lo comply with all and other intellectual property rights notices contained on or in any information obtained or accessed by Activity through tile Services.

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3.4 Contractor through Kronos will make updates and upgrades to the Services (tools, utilities, improvements. third party applications, general enhancements) available to Ordering Activity at no charge as they are released generally to its customers. Ordering Activity agrees to receive those updates automatically as part of the Services. Kronos also may offer new products and/or services to Ordering Activity at an additional charge. Ordering Activity shall have the option of purchasing such new products and/or services under a separate Order Form.

3.5 Contractor through Kronos reserves the right to change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services. technical suppo1i options, and other Services-related policies. Ordering Activity's continued use of the Services after Kronos posts or otherwise notifies Ordering Activity of any changes indicates Ordering Activity's agreement to those changes.

4. ACCEPTABLE USE

4.1 ORDERING ACTIVITY SHALL TAKE ALL REASONABLE STEPS TO ENSURE THAT NO UNAUTHORIZED PERSONS HAVE ACCESS TO THE SERVICES, AND TO ENSURE THAT NO PERSONS AUTHORIZED TO HAVE SUCH ACCESS SHALL TAKE ANY ACTION THAT WOULD BE IN VIOLATION OF THE SECTION E OF THIS ATTACHMENT.

4.2 Ordering Activity represents and warrants to Contractor that it has the right to publish and disclose Ordering Activity's data and other content ("Ordering Activity Content") in the Services. Ordering Activity represents and warrants to Contractor that the Ordering Activity 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.

4.3 Ordering Activity will not (a) use, or allow the use of, the Services or Ordering Activity Content in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services. or alter. damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (d) otherwise act in a fraudulent, malicious or negligent manner when using the Services.

5. CONNECTIVITY AND ACCESS

5.1 Ordering Activity acknowledges that it shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (including any and all related hardware, software, third party services and related equipment and components); (b) provide Contractor through Kronos and its representatives with such physical or remote access to Ordering Activity's computer and network environment as Kronos deems reasonably necessary in order for Kronos to perform its obligations under the Section E of this Attachment A. Kronos through Contractor. subject to the Ordering Activity's security requirements pertaining to security clearances and access to premises. computer systems, and data, is hereby (i) granted access to such Ordering Activity data to perform its obligations under the Section E of this Attachment A and (ii) authorized to audit the number of Active Employee counts or other transactions t11at have occurred to measure Usage per the terms of this GSA Schedule Contract; (iii) make all necessary arrangements as may be required to provide such physical access to Ordering Activity's computer and network environment if necessary for Kronos to perform its obligations under the Section E of this Attachment.

5.2 Ordering Activity shall be fully responsible for all access requirements imposed by law, rule, regulation or contract in order for Contractor through Kronos to deliver the Services pursuant to the terms of the Section E of this Attachment A. Ordering Activity shall provide 30 calendar days advance written notice to Kronos of any change, modification, or reconfiguration of components or elements of the Ordering Activity's computer and network environment which may, in any manner, affect Ordering Activity's access to the Services.

6. SUPPORT

a) Implementation. Contractor through Kronos will configure the Services utilizing scheduled remote resources. Software module configuration will be based on information and work fiows obtained from Ordering Activity during the discovery portion of the implementation. Ordering Activ1ty shall provide Kronos with necessary configuration-related Information in a timely manner to ensure that mutually agreed implementation schedules are met. Kronos and Ordering Activity's implementation responsibilities are described more specifically in the Services Implementation Guideline set forth at: http://www.kronos.com/products/workforce-ready/implementation-quidlines.aspx .In the event of

inconsistencies between the Services Implementation Guideline and this Attachment A. the Attachment A shall prevail.

b) Depot Exchange Services for Equipment. As needed, Kronos will send a replacement for Equipment rented (in accordance with Section 8 below) on an advance exchange basis by next-business-day delivery, when available. When Ordering Activity receives replacement Equipment, Ordering Activity shall return tile defective unit to Kronos for repair. Equipment support also includes Ordering Activity access to Equipment service packs via the Kronos Customer Portal.


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c) Standard Support. Contractor through Krenos will provide telephone support 8:00a.m. to 5:00p.m., local time, Monday- Friday. Ordering Activities also shall be provided the capability to log questions online via the Krenos Customer Portal.

7. ORDERING ACTIVITY CONTENT

Ordering Activity shall own all Ordering Activity Content and posts or other inputs into the Services by Ordering Activity or others acting on behalf of or through Ordering Activity, including but not limited to information, data (such as payroll data, vacation time, and hours worked), logos, text, multimedia images (e.g. graphics, audio and video files), compilations or any other content shared or processed t11rough the Services. Contractor through Krenos acknowledges that all such Ordering Activity Content is deemed to be the Confidential Information of Ordering Activity. Notwithstanding the foregoing, Ordering Activity grants Krenos permission to combine Ordering Activity's business data wit11 that of other Ordering Activitys in a manner that does not identify the Ordering Activity or any individual in order to evaluate and improve the services Krenos offers to customers. In addition, Krenos may, but shall have no obligation to, monitor Ordering Activity content from time to time to ensure compliance with the Section E of this Attachment A and applicable law.

8. EQUIPMENT RENTAL

If Ordering Activity rents time clocks or other equipment from Krenos, a description of the rented Equipment (model and quantity) shall be listed on the Order Fonm (the "Equipment"), and the following additional tem1s apply:

a) Rental Term. The term of the Equipment rental shall run coterminously with the Tenm of the other Services provided under the Section E of this Attachment.

b) Delivery. Delivery terms for the Equipment are FOB shipping point, prepay and add. Ordering Activity shall bear all risk of loss or damage While the Equipment is in transit to Ordering Activity. Ordering Activity shall insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by fire, theft, and all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Ordering Activity shall relieve Ordering Activity from its obligations under the Section E of this Attachment.

c) Location/Replacement. Ordering Activity shall not make any alterations or remove the Equipment from the place of original installation without Krenos' prior written consent. Krenos shall, subject to the Ordering Activity's security requirements pertaining to security clearances and access to premises, computer systems, and data, have the right to enter Ordering Activity's premises to inspect the Equipment during normal business hours. Krenos reserves the right, at its sole discretion and at no additional cost to Ordering Activity, to replace any Equipment with newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced.

d) Ownership. All Equipment shall remain the property of Kronos. All Equipment is, and at all times shall remain, separate items of personal property, notwithstanding their attachment to other equipment or real property. Ordering Activity shall not sell or otherwise encumber the Equipment. Ordering Activity shall furnish any assurances, written or otherwise. reasonably requested by Kronos to give full effect to the intent of terms of this paragraph (d)

e) Equipment Support. Krenos shall provide to Ordering Activity the Equipment support services described in Section 6 above. The cost of such support service shall be rncluded in the Monthly Services Fees.

f) Return Of Equipment. Upon termination of the Order Fonn, Ordering Activity agrees that Ordering Activity st1all disconnect, crate and return the Equipment to Krenos wit11in thirty (30) days at Ordering Activity's expense. Equipment will be returned to Kronos in the same condition as and when received, reasonable wear and tear excepted. If Ordering Activity fails to return Equipment within this time period, Kronos shall invoice Ordering Activity for the then list price of the Equipment.


CONTRACTOR THROUGH KRONOS SHALL: (A) PROVIDE BASIC SUPPORT FOR THE SERVICES AT NO ADDITIONAL CHARGE, (B) USE COMMERCIALLY REASONABLE EFFORTS TO MAKE THE SERVICES AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK, EXCEPT FOR: (I) PLANNED DOWNTIME (WHEN IT SHALL GIVE AT LEAST 8 HOURS NOTICE VIA THE SERVICES AND SHALL SCHEDULE TO THE EXTENT PRACTICABLE DURING THE WEEKEND HOURS FROM 6:00P.M. FRIDAY TO 3:00A.M. MONDAY, EASTERN TIME), OR (II) ANY UNAVAILABILITY CAUSED BY CIRCUMSTANCES BEYOND KRONOS' REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT. FLOODS, FIRES, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING KRONOS EMPLOYEES), INTERNET SERVICE PROVIDER FAILURES OR DELAYS, OR DENIAL OF SERVICE ATTACKS, AND (Ill) PROVIDE SERVICES IN ACCORDANCE WITH APPLICABLE LAWS AND GOVERNMENT REGULATIONS.

10. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY

10.1 Contractor represents and warrants that the Services, under normal operation as specified in t11e Documentation and when used as authorized herein, will perform substantially in accordance with the Documentation during the Term.

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10.2 Contractor's obligation and Ordering Activity's remedy for any breach of the above warranty is limited to Contractor's reasonable commercial efforts to correct the non-conforming Services at no additional charge to Ordering Activity. In the event that Contractor is unable to correct deficiencies in the Services, after using its commercially reasonable efforts to do so, Ordering Activity shall be entitled to terminate the then remaining term of the Order Form for cause in accordance with Section 1 above as Ordering Activity's remedy, Contractor's obligations hereunder for breach of warranty are conditioned upon Ordering Activity notifying Contractor of the material breach in writing, and providing Contractor with sufficient evidence of such non-conformity to enable Contractor to reproduce and/or verify the same.

10.3 EXCEPT AS WARRANTED IN THIS SECTION 10, CONTRACTOR HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS AND IMPLIED. ORAL OR IN WRITING, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERROR-FREE OR UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS ATTACHMENT A, CONTRACTOR MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED THEREFROM. CONTRACTOR PROVIDES NO WARRANTY FOR SUPPLIER HARDWARE OR SOFTWARE EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED ON AN ORDER FORM.

11 .0 OAT A SECURITY

11.1 As part of the Services, Contractor through Kronos shall provide those administrative, physical. and technical safeguards for protection of the security, contldentiality and integrity of Ordering Activity data as described in the Documentation. Ordering Activity acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Ordering Activity should consider any particular Kronos supplied security-related safeguard as just one tool to be used as part of Ordering Activity'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 Section E of this Attachment A.

11.2 As between Ordering Activity and Contractor, all personally identifiable data contained in any applications or systems supplied by Contractor through Kronos, or to which Kronos has access to under the Section D of this Attachment A ("Personally Identifiable Data") is Ordering Activity's Confidential lnfonnation and will remain the property of Ordering Activity. Ordering Activity represents that to the best of its knowledge such Personally Identifiable Data supplied to Kronos is accurate. Ordering Activity hereby consents to the use, processing and/or disclosure of Personally Identifiable Data by Kronos and its 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 its duties and responsibilities under the Section D of this Attachment A or as required by law.

11.3 Prior to initiation of the Services under the Section E of this Attachment A and on an ongoing basis thereafter, Ordering Activity agrees to provide notice to Contractor through Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Ordering Activity's industry and which could be imposed on Kronos as a result of provision of the Services. Ordering Activity will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable Data by Krenos or its Supplier's data center, is perm1tted under applicable data protection laws and regulations; and, (b) Ordering Activity will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations.

11 A Upon the cessation of the Services, Ordering Activity shall be afforded the opportunity to retrieve all Personally Identifiable Data in accordance with Section 1 .5 above.

12. RESERVED

13. LIMITATION OF LIABILITY

13.1 EXCEPT AS SPECIFICALLY PROVIDED WITHIN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, KRONOS AND ITS PARTY SUPPLIERS WILL NOT BE LIABLE FOR ANY INJURIES CAUSED BY THE USE OF THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR FAILURES OF THE SERVICES.

13.2 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCI_AIMS ANY AND ALL LIABILITY, INCLUDING SUCH LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY OBLIGA liONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES. AND WORMS), ORDERING ACTIVITY'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SOFTWARE OR SYSTEMS, OR MACHINE ERROR

14. CONFIDENTIAL INFORMATION

14.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of care and confidentiality, bul not less than a reasonable standard of care, which such Pa1iy utilizes for its own information of similar character that it does not wish disclosed to the public. Neill1er Party shall disclose to third parties the other Pa11y's


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Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other Party.

15. EXPORT

Ordering Activity understands that any export of the or Software or related documentation or information may require an export license and Ordenng Activity assumes responsrbrlity for obtainrng suct1 license. Ordering Activity must obtain Kronos' prior written consent before expm1ing the Software or Equipment.

16. GENERAL

Ordering Activity understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general Service or product development direction, potential future Services, products and/or product enhancements under consideration, Ordenng Activity is not entitled to any Services, products or product enhancements other than those contained on the Order Form. Ordering Activity has not relied on the availability of any future version of the Services (including software or equipment) identified on an Order Form. nor any other future product in executing this section E of this Attachment A.

SECTION F

Professional and Educational Services Engagement Policies The following are intended to provide the policies under which Kronos Professional and Educational Services will operate during the course of a customer engagement:

Professional Services: 1, Contractor will provide Ordering Activities with a Professional Services Estimate or Statement of Work that

outlines the project deliverables and provides an estimate for the project scope and cost required to complete the engagement, based upon preliminary information provided by Ordering Activity.

2. Contractor and Ordering Activity agree that given the use of estimated times; the Assess Phase of the engagement will be used to determine whether modifications to project scope and cost are required.

3. Any such modification to project scope and cost will be supported through the generation of a Change Order that is signed by the Ordering Activity (see Change Order Process below).

4. The original project scope and cost of an engagement will apply until, and if, the Ordering Activity signs a Change Order.

5. The Professional Services Estimate or Statement of Work is valid for one year from the date of signature.

6. Contractor will invoice the Ordering Activity on a monthly basis for all Professional Services provided during the previous month.

7. Professional Services work will be conducted during normal business hours, 8:00AM -5:00PM, Monday through Friday.

8. All Professional Services work scheduled to start outside of normal business hours will be billed in full at a premium rate described below. For work to be performed Alter Hours, on Holidays, or on Weekends, an approved Change Order will be required prior to scheduling (see Change Order Process below). Ordering Activities will be charged as follows;

1. All Professional Services will be scheduled and billed in 4 hour increments with a minimum charge of 4 hours.

2. A Iter Hours i. All scheduled work will be billed at 1.5 times tt1e current contract rate by role. ii. After Hours are 5:00PM -8:00AM, Monday through Thursday.

c. Weekend .All scheduled work will be billed at 2 0 times the current contract rate by role.

ii. Weekend is 5:00PM Friday· 8 00 AM Monday. d. Holiday

All scheduled work will be billed at 2.0 times the current contract rate by role. ii. Holiday is recognized Kronos Holiday (see below).

e. Onsite Support requiring Travel: i. All travel time (portal to portal) will be billed at the current contract rate by role. ir. Expense reimbursement is pursuant to the agreement covering such Professional Services

between the customer and Kronos, subtect to the terms and conditions of the GSA Schedule contract, customer order. and applicable Federal travel regulations.

9. Contractor requires notification for the cancellation or rescheduling of Kronos personneL Ordering Activity will be charged for failure to meet t11e following notifrcation requirements·

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a. 2 business days prior to scheduled work 50% of planned charges are •nvoiced for scheduled work

b 1 business day prior to scheduled work · 100% of planned charges are invoiced for scheduled work.

c. Business days are Monday, Tuesday, Wednesday, Thursday, and Friday, excluding holidays.

Here is an example: o Work is scheduled for Wednesday, 1p 5p (4 hours) o Customer cancels on:

-Friday · no penalty -Monday - 50% of planned charges are invoiced (2 hours) -Tuesday- 100% of planned charges are invoiced (4 flours;

Here is a holiday example· o Work is scheduled for Wednesday, 1p · 5p (4 hours) o Customer cancels on:

-Thursday no penalty -Friday -50% of planned charges are invoiced (2 hours) -Monday- holiday; doesn't count as "business day" -Tuesday--- 100% of planned charges are invoiced (4 hours)

Kronos Professional Services recognizes the following holidays: New Year's Day President's Day Memorial Day Independence Day Labor Day Thanksgiving Day and the day after Christmas Day

Change Order Process: 1. All changes to the original, signed Professional Services Estimate or Statement of Work will be initiated by the Kronos

Project Manager and reflected through the use of a Change Order, approved and signed by the Ordering Activity. 2. A change of project scope and cost. resulting in a Change Order, could result from: an increase or change to project

deliverables. Ordering Activity allocated time, Ordering Activity scheduling changes, technology limitations. 3. The last authorized Professional Services Estimate or Statement of Work, including any previously approved Change

Orders, will prevail until amended by a subsequent approved Change Order. 4. Unless otherwise addressed witt1in these policies, the hourly rate(s) quoted within a Change Order for work to be

performed within normal business hours will be consistent with that contained within the original Professional Service Estimate or Statement of Work. if such Change Order is executed during the course of the original engagement. or within one (1) year of the signing of the original Professional Services Estimate or Statement of Work, whichever is earlier.

5. In instances where specialized resources are requested, but not contained within the original Professional Services Estimate or Statement of Work, the quoted rate will be established at Contractor's then current GSA rate for such requested services.

Educational Services 1. All Instructor-led Educational Services classes will be held at a Kronos facility, or via the Krenos Virtual

Classroom (if offered in that modality), unless Ordering Activity has purchased onsite location training. 2. Contractor requires notrfication of cancellation from an Instructor-led class. Ordering Activity will be charged for

training upon failure to meet the following nofiflcation requirements: a. For any PUBLIC course held in the traditional classroom or in the virtual classroom:

Attendees must cancel at least five business days before the class start dale to avoid cancellation fees (equal to the cost of the course). Student substitutions can be made at any lime as long as prerequisites have been met

b.For any PRIVATE course held at a Ordering Activity site, in the traditional classroom. or in the virtual classroom: Attendees must cancel at least ten business days before the class start date. Student substitutions can be made at any time as long as prerequisites have been met.

3. Contractor through Kronos reserves the right to cancel classes up to five business days before the scheduled start date for public courses held in a Kronos Traditional Classroom (KTC) and up to two business days before the scheduled start date for public courses held in a Kronos Viriual Classroom (KVC) due lo lack of enrollment or any other unforeseen circumstances.

4 . . All training course delivery scheduled to start outside of normal business hours will be billed in full at a premium rate described beiow. Ordering Activities will be charged as follows:

a. After Hours There will be a 1 .5 times premium in either per student public or per class private day rates. After Hours are 5:00 PM 8:00AM. Monday through Thursday. b Weekend There will be a 2 0 times prerniurn in eitl1er per student public or per class private day rates. Weekend is 5.00 PM Frioay 8;00 AM Monday

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c. Holiday There will be a 2,0 times premium in either per student public or per class private day rates. Holiday is recognized Kronos Holiday (see below). d. Onsite Support requiring Travel: All travel time (portal to portal) will be billed at the current contract rate by role. Expense reimbursement is pursuant to the agreement covering such Educational Services between the Ordering Activity and Kronos, subject to the terms and conditions of the GSA Schedule contract. customer order, and applicable Federal travel regulations

Other Policies 1. Kronos personnel working at the Ordering Activity site shall have access to necessary infrastructure (servers,

network, etc.).

2. In instances where Kronos personnel are working remotely access will be granted through the use of industry standard tools (DTS, GoToMyPC, PCAnywhere, etc.).

3. Ordering Activity agrees to not hire any Kronos employee who 11as performed services under the Agreement for a period of one-year after the completion of such services.

4. All required system administration. maintenance, backups, tuning, etc., is the responsibility of the Ordering Activity.

5. Ordering Activity Data: To perform the implementation and to provide support after completion, Kronos may need to access and retain information regarding your employees and business organization. Kronos will take all reasonable steps to limit and safeguard the security of this information. We may make recommendations to enhance your organization's procedures for securing your data -these recommendations are intended to enhance the security of any sensitive information that is provided to us. However, there are no guarantees that they will ensure the security of your information. nor should Kronos' actions be viewed as the only safeguards necessary. The security of your data is ultimately your responsibility.

SECTION G SUPPORT POLICIES AND SERVICES (not applicable to WebTA Software Support Services)

Product Coverage For each installation, Ordering Activities must purchase the same software support service type for all software and must purchase the same equipment support service type for all equipment of the same type. The latest Supported Product List is available at http://customer.kronos.com/support/status/index.htm.

Workforce Central suite Contractor through Kronos only provides service packs for the current release and the two immediately prior releases of the Software. We currently come out with new releases every eighteen months. Resolution of an issue may require that you upgrade to the current release of the Software.

For Workforce Payroll, wl1en service packs are no longer provided Kronos will provide two quarterly legislative updates to provide you with additional time to upgrade.

Workforce Analytics (WFAN)- supported components include:

All procedures and Database Objects associated with the Workforce Analytics databases.

All WFAN for Healthcare Reports accessible through the 'WFAN Advanced Reporting" link from the SharePoint Home Page that were delivered through the Core Product.

All Analysis Services Cubes found in the Workforce Analytics databases.

Kronos iSeries Central suite Contractor through Kronos only provides service packs for the current release and the two immediately prior releases of the Software. Resolution of an issue may require that you upgrade to the current release of the Software.

Timekeeper Central Contractor through Kronos only provides "defect repairs" for the current release of the Software.

Kronos defines Version, Release. and Service Pack as follows:

Version: A software product upgrade that includes major new features or functionality.

Release: A software product upgrade t11at includes minor new features or functionality


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...... -· ····-- -·-·· - -·

Service Pack: One or more defect repairs bundled into a single update. Service packs are cumulative- Service Pack N will, at minimum, include all of the changes delivered in Service Pack N-1.

The software product hierarchy is.· Version Release Service Pack

Updates Ordering Activities electing to undergo a major platform upgrade migration (i.e. from Timekeeper Central to Workforce Central suite or from Optilink version 6 to Optilink Plus version 7) are required to purchase the licenses to the new version at the applicable license GSA fees.

Suppori Exclusions Support service does not include service to the Software resulting from, or associated with: 1. Any cause external to the Software including, but not limited to. electrical work, fire, flood, water, wind. lightning and

transportation, or any act of God; or 2. Ordering Activity's failure to continually provide a suitable installation environment as specified in Krenos'

specifications; or 3. Ordering Activity's improper use. management or supervision of the Software or other failure to use the Software in

accordance with Kronos' specifications; or 4. Ordering Activity's repair, attempted repair or modification of the Software without prior authorization from Kronos; or 5. Ordering Activity's use of the Software for purposes other than those for which they are designed or the use of

accessories or supplies not approved by Kronos; or 6. Ordering Activity's computer or operating system malfunctions; or 7. Services required for application programs and/or conversions from products or software not supplied by Krenos; or 8. Reprogramming. including reconfiguration of the Software or the rebuilding of Ordering Activity's database.

In addition to the Support exclusions above the following Services are NOT covered by your Kronos Support Service Agreement and are subject to the applicable Contractor Service GSA rates.

1. Configuration Changes, Reprogramming, New Programming such as. but not limited to, Work Rules, Pay Rules. Accrual Rules. Profiles, Dashboards and Fields

2. Creating New Schedules 3. Terminal Programming and Cold Start 4. Pay Period Changes 5. Programming, modifying, implementing, training or troubleshooting the following:

a. Data integration interfaces (i.e. Connect, Integration Manager. Analytics) b. Custom Reports c. Custom Application extensions

6. Editing Process Manager templates and creating new templates 7. Installing or reinstalling Applications such as. but not limited to,

a. Adding a Workstation b. Moving the Application c. Reinstalling following a Hard Drive Crash d. Service Packs

8. Database Administration Maintenance or Services such as, but not limited to, a. Database maintenance scripts b. Writing or customizing database scripts for data reporting and/or retrieval c. Performance Tuning d. Sizing e. Disaster Recovery f. Database backup strategy and/or setup

9. Establishing a Non-Production Environment such as. but not limited to, a. Test environments, i.e., application servers, database servers b. K-Demo

10. Troubleshooting Environmental Issues such as. but not limited to. a. Operating System b. Network Issues c. Firewalls d. Servers e. Workstations f. Single Sign On

11. Custom Reports or Custom Application Extensions 12. Implementation or configuration services related to upgrading product such as, but not limited to,

a. Software implementation b. Porting custom software (ie , reports) c. Change management d. Training e. New functionality deployment f. Application interfaces

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13. Servtce to Kronos custom software not provided, unless otherwise spectfied on the applicable Order Form for such custom software.

14. Importing new data i.e. !rom acquisitions or purchasing of another company 15. Load balancing configuration 16. Virtual server configuration

Support Discontinuance - End of Service Life Contractor through Krenos may discontinue support for the Software upon 30 days written notice to Ordering Activity. or at the anniversary date of the relevant support Agreement, whichever is longer. If such support is discontinued during the initial or any renewal term of the relevant Agreement, the remaining value of the Agreement will be left as a credit on the account to be applied against any invoices.

Reinstatement of Support Services In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering Acttvity did not originally purchase Software or Equipment support services and wishes to reinstate or procure such services, Ordering Activity must pay (i) the support services fees at list price for such lapsed or unprocured time period for when the products were not on support; and (ii) the annual support services at the then current list price for the applicable product(s)

Service Coverage Period Local* business hours, Monday through Friday, excluding Krenos holidays, with access to Krenos' technical support staff

Gold or Gold Plus Support. 'Please check Contact Us on the Ordering Activity Portal for the specific business hours of coverage at your location from your Support Services group.

Support Services groups: US 8:00a.m. -8:00p.m. focal time

24 hours a day, seven days a week, 365 days a year, with access to Krenos' technical support staff- Platinum or Platinum Plus Support

Priority Based Support Contractor through Kronos provides support on a "priority" basis. As such, Ordering Activities with !he most critical request(s) will be serviced first. Krenos Global Support has set up the following guidelines to assess the priority of eac11 se1vice request:

High Priority: A critical Ordering Activity issue with no available workaround where the system or a module may be down. experiencing major system degradation, data corruption or other related factors resulting in the Ordering Activity not being able to process their payroll such as:

Unable to sign-off Time Cards Totals are not accurate Unable to collect punches from terminals Unable to access a crit1cal application function such as scheduling

No work around is available.

Medium Priority: A serious Ordering Activity issue wl1ich impacts ability to utilize the product elfec!tvely such as

Intermittent or inconsistent functionality results or data accuracy accrual balances not matching pay codes but balances are accurate Data display inaccuracies or inconsistencies across multiple tasks System perform a nee is inconsistent or fluctuates

A workaround is available

Low Priority: Non-critical problem generally Use and Usability issues and or "how to" questions such as:

How do I set up a holiday pay rule? How do I run a report? How often should database maintenance be executed?

A workaround is available on the Ordering Activity portal.

Response Time Response time shall mean from the time ihe case priority is set by Krenos' Support Center until" K1onos support

contacts the Ordering to begin service. Kronos utilizes a priority based support focus. Customers the most critical request will be in accordance wilh the following guidelines:

· Priority _ Gold Platinum

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High 2 hours 1 hour

Medium 4 hours 4 hours

Low 8 hours ' 8 hours

All response times are business hours.

The above are only guidelines and may be modified, for a particular incident, based on joint agreement between the Ordering Activity and Krenos.

e.g., If a Gold support Ordering Activity's case is logged at 4 55 p.m., local time, with a "Medium Priority" designation, Kronos would respond before 8:55a.m., local time, the next business day (Monday-Friday for Gold Support customers).

Critical Outages Contractor through Krenos Global Support will provide continuous effort on all high priority events through either bug identification, the development of a workaround or problem resolution. If this effort goes beyond normal hours, t11e case may be passed to the after hours team or to the mission critical support engineer on duty. On-going continuous effort may also be dependent on the Ordering Activity's ability to provide a resource to work with the Kronos Global Support engineer during this period

Technical Escalation Our case resolution process is a Team based approach structured around specific products of the Application suite and staffed by Support Engineers covering the full spectrum of skill sets and technical expertise. The Teams are empowered to dynamically apply the appropriate resources to a case based on severity and complexity to ensure the fastest resolution time possible.

The Teams are also integrated with the Development Engineering staff and engage their assistance and technical guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations.

For situations that contain multiple cases an Account Manager may be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource integration and implementation co· ordination. The Account Manager remains engaged until the situation has been successfully remediated

Management Escalation Ordering Activities may, at any time, ask to speak to a Kronos manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a Kronos Global Support manager, please telephone your Kronos Support Services center and ask to speak to a manager. Phone numbers are listed on the Customer Portal at http://customer.kronos.com/ContactUs.htm.

Software Support Services and Features Contractor through Kronos provides different levels of support offerings through our Platinum Plus, Platinum, Gold Plus, and Gold support services.

Platinum Plus Support Service Platinum Plus Support customers have access to the same features as the Platinum Support customers and access to the Technical Account Manager (TAM). The TAM is a seasoned service professional that will draw upon a vast knowledge of Kronos products and services to provide you with proactive. consultative expertise. For Platinum Plus customers, a TAM is available 24 hours per day, 7 days per week. Platinum Plus customers can designate 5 named contacts, and also enjoy one on-site visit per year

Platinum Support Service Platinum Support customers have access to the same service features as Gold Support customers and the following additional entitlements:

24 x 7 x 365 telephone access to Kronos Global Support Access to Senior Support Engineers Response time of 1 hour or less for High, 4 hours or less for Medium. and 1 business day or less for Low Priority calls.

Platinum Support customers also have the option of upgrading to Platinum Plus.

Gold Plus Support Service Gold Plus Support customers have access to the same features as the Gold Support customers and access to tt1e Technical Account Manager (TAM). Tt1e TAM is a seasoned service professional that will draw upon a vast knowledge of Krenos products and services to provide you with proactive, consultative expertise. For Gold Plus customers, a TAM is available from 8:00 a.m.-8.00 p m, local time, Monday-Friday. Gold Plus customers can des1gnate 2 named contacts.

Gold Support Service Gold Support offers a very well-rounded support program. Included is free access to Krenos Global Support from 8:00 a.m. to 8:00p.m. local time, as well as the following entitlements noted below. Gold Support customers also have the option of upgrading to Gold Plus.


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SuperSearch (Available to all Support Agreement customers) The Search engine searches the following data sources' and includes Basic and Advanced fillers to search by product

Knowledge base Documentation (Manuals and User Guides) Service packs Customer forums Technical Advisories and Technical Insiders Frequently asked questions (FAQs)

·Access to data sources is limited by type of support service.

Technical Advisories (Available to all Support Agreement customers) Kronos Global Support Center personnel are a valuable source of knowledge and experience. That's why we give you access to the same vast repositories of information that they use. You have access to these technical alerts located on the Krenos customer portal. Please sign up for email alerts to get notified of the release of new technical adv;sories on the Krenos customer pottal.

Service Case Studies (Available to Gold and Platinum level customers) When you want an in-depth understanding of technology and how Krenos applications incorporate that technology, you'll enjoy reading and learning from these case studies.

Learning Quick Tips (Available to Gold and Platinum level customers) Enjoy the convenience of web-based, self··paced recorded traimng modules lor your Krenos application. These training recordings are short in duration and you can take them anytime and anywhere that you have access to the Web

Technical Insider (Available to Gold and Platinum level customers) Learn from the experts here at Krenos and become an expert yourself. The Technical Insider offers best practices. procedures. and tools and is available through our customer portal.

Brown Bag Sessions (Available to Gold and Platinum level customers) Experience training over the Internet on a variety of topics pertaining to your Kronos system. Kronos Global Support offers these Brown Bag workshops in a structured online format without costly travel or interruption to your busy schedule. These sessions are one hour in length and are FREE for all Kronos customers with Gold or Platinum support agreements.

HR and Payroll Answerforce (Available to Gold and Platinum level customers) HR and Payroll Answerforce enables you to facilitate communication between employees. managers and HR professionals. It provides managers and employees with current HR information they need to make effective decisions Experience an award-winning user interface which delivers up-to-date human resources. employee benefits, compensation, employment and regulatory information directly to your desktop.

SHRM e-Learning (Available to Gold and Platinum level customers) SHRM e-Learning is an online educational environment that delivers just·in·time training to HR professionals through a series of HR·related mini-courses. Browse the courses in the SHRM e learning catalog http://www.shrm,org/elearning/to create a learning journey that is unique to you. SHRM e·Learning courses are facilitated by leading industry experts and presentations range from sixty to ninety minutes in length.

Interactive Forms (Available to Platinum level customers) Instant access to a comprehensive and easy-to-use library of HR and Employment & Payroll Tax fom1s and instructions. You can access, fill out, save, print, and maintain over 730 HR forms and 2500 Payroll forms

Service Packs (Available to all Support Agreement customers) Krenos Support Services entitles all Ordering Activities who purchase a support agreement to the latest available product version upgrades, updates and enhancements, and documentation released during the agreement period, available on CD or downloadable from the Kronos customer portal. Protecting your investment is where our coverage for you begins as you embark on your journey lo increased knowledge and improved business performance.

This service feature entitles you to the latest available product releases, updates/patches and legislative updates for the Workforce Payroll"·' module. For many products, the latest support releases (service packs) or legislative updates are posted on !he customer portal for you to download and install Please sign up for email a/e;ts to gel notified of the release of new setvice packs on the l<ronos customer portal

Knowledge Base (Available to all Support Agreement customers) Accessed by our Ordering Activities thousands of times per month. !his online database currently contains thousands of answers to questions about Kronos products Type in a question and the knowledge base suggests a solution. It is tightly integrated with our Global Support case management system and captures the real-world experience of our support engineers. The knowledge base is constantly When our support engineers encounter and resolve new situations. they can automaticaliy submit new to the knowledge base.

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Frequently Asked Questions (Available to all Support Services Conveniently organized and continuously populated from the knowledge FAQs truly represent those issues that Ordering Activities ask about most. Before querying the knowledge base, try the FAOs to find your answers or get ahead of issues you may not be aware of.

eCase management (Available to all Support Agreement customers) For your convenience, we give you direct access to our electronic case management system. Make your own notes to

explain w11at you are encountering. Your case is formally assigned a number and subject to ali the normal tracking routing mechanisms. Cases are reviewed Monday-Friday, during the business hours of your Kronos support center.

excluding Krenos holidays. Sl1ould you require assistance outside the described hours, please telephone your Kronos support center.

Documentation (Available to all Support Agreement customers) Online access to documentation for most of Kronos' products, for example:

Installation guides Configuration guides Database administrators guides User guides System administrators guides Database views reference guides.

Customer Forums (Available to all Support Agreement customers) Our Customer forums provide a unique opportunity to connect with other Kronos customers and to benefit from their realworld experiences. Organized by product platform and using threaded messaging, the Forums allow you to post questions to other forum visitors or provide advice to someone else's query, A chance to go beyond sun pte product "how to," many customers have commented on how the forums have helped them gain a broader understanding of how to leverage their Krenos applications.

Remote Support (Available to aU Support Agreement customers) A web-based screen-sharing application that enables Krenos to support you by empowering our support representatives to remotely view your computer By connecting through the Internet or via intranets and extra nets. support representatives will work in real time with your users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.

Per-event Software Service Ordering Activities seeking support outside their service coverage period or Services that are not covered by your Support service or Ordering Activities without a Support Agreement on Active Product will be charged at the current GSA hourly rate.

Day and Time (local time)

:4

8

Conditions: 1. Time billed is minimum billable hours and then one hour increments. 2. The 8:00 a.m.-5:00p.m. minimum billable hours apply to software support calls received prior to 5 00 p.m. local

time Monday-Friday. 3. The response time for customers without a suppor1 agreement is within two business days. 4 Ordering Activities with a Support Agreement receive a 50 percent reduction from the minimum amount of hours. 5 Per-event rates are not discountable.

Equipment I Hardware Support Services

Depot Exchange Service Tile premium hardware service option: Contractor through Kronos sends a unit on an advance exchange basis by nex1-business day delivery if request is received prior to 2:00 p.m recommends that Depot Ordering Activities procure the appropriate number of spare units to maintain adequate coverage while a unit is out service.


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How it works: You contact Contractor through Kronos to troubleshoot the problem If una ole to resolve the issue, you are issued a Return Material Authorization (RMA) Case number to return the unit to Kronos for repair

You install your spare unit from your inventory.

Contractor !tHough Kronos sends a replacement unit on an advance excl1ange basis by next·ousiness day delivery if request is received prior to 2:00p.m.

Upon receipt of replacement, you send the terminal needing service back to the Kronos Equipment Services Center.

available in Australia, Canada. China, Mexico. New Zealand. and Uniled States.

Conditions: Batching (defined as 2 or more terminals) voids the turn·around time.

You will be charged Contractor's current GSA !ime and materials rate for the installation (professional services} of any software or firmware upgrades, if availaole, and if requested.

Equipment Support Services do NOT mclude the replacement of "consumables." In addition, Depot Support Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from:

a Any cause external to the Products including, but not limited to. electrical work, fire, flood, water, wind, lightning, transportation, or any act of God;

b. Ordering Activity's failure to continually provide a suitaole installation environment (as indicated in Kronos' published installation guidelines) including, but not limited to. adequate electrical power;

c. Ordering Activity's improper use, relocation. packaging, refinishing. management or supervision of the Product(s) or other failure to use Products in accordance with Kronos' published specifications;

d. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved by Kronos;

e. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or f. Ordering Activity's repair, attempted repair or modification of the Products.

Terminals are warranted for 90 days from date of shipment.

T/lis service includes access to equipment service packs I firmware updates available on the Kronos customer portal. Please sign up for email alerts to get nolifted of the release of new se;vice packs on /he l<ronos customer portal.

Service was designed for those who keep their own inventory of spare terminals and options.

How it works: You contact Contractor through Kronos to troubleshoot the problem. If unable to resolve the 1ssue, you are issued a Return Material Aut11orization (RMA) Case number to return the unit to Kronos for repair.

You install your spare unit from your inventory.

You send the terminal needing service back to the Kronos Equipment Services Center.

Upon receipt of product, Kronos shall repair the product within ten (1 0) business days and return to you by regular surface transportation.

A variability NOT available from the Australia and China Support Services groups.

Conditions: Ba!ching (defined as 2 or more terminals) voids tl1e !urn-around time.

You will be charged Contractor's current GSA time and materials rate for the installation (professional services) of any software or firmware upgrades. if available, and if requested.

Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Sup pori Services do NOT include the repair of damages. and Ordering Activity will not attempt to return damaged Product, resulting from:

a. Any cause external to the Products including, but not iimiled to, electrical work. fire. flood, water, wind. lightning, transportatlon. or any act of God:

IJ. Activily's failure to a suitable installation environment (as indicated in Kronos' installation guidelines) but not linllted to. adequate electrical power:


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c. Ordering Activity's rmproper use, relocation, packaging, refinishing, management or supeNision of H1e Product(s) or other failure to use Products in accordance with Kronos' published specifications;

d. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories or supplies not approved by Kronos;

e. Government imposed sanctions. rules. regulations or laws preventing the shipment of the Products; or f. Ordering Activity's repair, attempted repair or modification of the Products.

Repairs are warranted for 90 days from date of shipment.

This se!Vice includes access to equipment service packs I firmware updates available on the Kronos customer po11a1 Please srgn up for email alerts to get no(ified of the release of new seiVice packs on the l<ronos customer portal.

Device Software Maintenance Device Software Maintenance is designed for those Kronos customers wl1o choose to manage time clock repair themselves and just want access to device software updates. This service option lets you download equipment service packs from the Customer Portal to ensure that your time clock is always up to date with:

• The latest security enhancements • Communication protocols • Fixes and terminal software feature updates • Compatibility updates with Kronos software or other tenninals

Device Software Maintenance is included with Depot Exchange and Depot Repair.

Device Software Maintenance does NOT include any repair or exchange services.

How it works: Go to the Customer portal at http://customer.kronos.com.

Register or log in to the Customer Portal. An email address and Kronos Solution ID are required to register for access to the customer portal.

Go to the Support page to access the equipment service packs.

Availability: The Device Software Maintenance offering is available worldwide.

NOT available for the 100, 400, 500, Century and Cyber series terminals

This seNice includes access to equipment se!Vice packs I firmware updates available on the Kronos customer portal. Please sign up for email alerts to get notified of the release of new se!Vice packs on the Kronos customer poltal.

Per-event Repair Service Per-event rates apply to Ordering Activities without an equipment support agreement. The Kronos Equipment Services center will attempt to repair any repairable defective item wilhin 15 business days after receipt at the current Per-event pricing. The product will be returned by regular surface transportation.

How it works: You contact Contractor through Kronos to get a Return Material Authorization (RMA) Case number to return the unit to Kronos for repair.

You install your spare unit from your inventory

You send the terminal needing service back to the Kronos Equipment Services Center.

Upon receipt of product, Kronos shall repair the product within fifteen (15) business days and return to the Ordering Activity by regular surface transportation.

Conditions: Batching (defined as 2 or more terminals) voids lhe turn-around time.

You will be charged Contractor's current GSA time and materials rate for the installation (professional services) of any software or firmware upgrades, if available. and if requested

Equipment Support SeNices do NOT include the replacement of "consumables." In addition, Depot Support Services do NOT include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from:

a. Any cause ex1ernal to the Products including, but not lim1ted to, electrical work, fire, flood, water, wind. lightning, transportation, or any act of God;

b. Ordering Activrty's failure to continually provide a suitable installation environment (as indicated in Kronos' published installation guidelines) including, but not limited to, adequate electrical power.


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Ordering Ac!ivity's improper use, relocalion. packaging, refinishing, management or supervision of the Product(s) or other failure to use Products in accordance with Krenos' published specifications;

d. Ordering Activity's use of the Products for purposes other than those for wt1ich they are designed or the use of accessories or supplies not approved by Kronos:

e. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or f. Ordering Activity's repair. attempted repair or modification of the Products.

Repairs are warranted for 90 days from date of shipment.

Tlus seNice does NOT include access fo equipment service packs !firmware updafes.

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under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.

(E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local Jaws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

MSDN CODE GALLERY BINARY LICENSE

You are free to Install, use, copy and distribute any number of copies of the software, in object code form, provided that you retain:

• all copyright, patent, trademark, and attribution notices that are present in the software, • this list of conditions, and • the following disclaimer in the documentation and/or other materials provided with the software.

The software is licensed "as-is." You bear the risk of using it. No express warranties, guarantees or conditions are provided. To the extent permitted under your local laws, the implied warranties of merchantability, fitness for a particular purpose and non-infringement are excluded.

This license does not grant you any rights to use any other party's name, logo, or trademarks. All rights not specifically granted herein are reserved.

v061708

CREATIVE COMMONS ATTRIBUTION 3.0 LICENSE

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BY EXERCISING ANY RIGHTS TO THE WORK PROVIDED HERE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. TO THE EXTENT THIS LICENSE MAY BE CONSIDERED TO BE A CONTRACT1 THE LICENSOR GRANTS YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS.

1. Definitions

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b. "Derivative Work" means a work based upon the Work or upon the Work and other pre-

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ii. Mechanical Rights and Statutory Royalties. Licensor waives the exclusive right to collect, whether individually or via a music rights agency or designated agent . Harry Fox Agency), royalties for any phonorecord You create from the Work ("cover version") and distribute, subject to the compulsory license created by 17 USC Section 115 of the US Copyright Act {or the equivalent in other jurisdictions).

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Tile above rights may be exercised in all media and formats whether now known or hereafter devised. The above rights include the right to make such modifications as are technically necessary to exercise the rights ln other media and formats. All rights not expressly granted by Licensor are hereby reserved.

4. Restrictions. The license granted in Section 3 above is expressly made subject to and limited by the following restrictions:

a. You may distribute, publicly display, publicly perform, or publicly digitally perform the Work only under the terms of this License, and You must include a copy of, or the Uniform Resource Identifier for, this License with every copy or phonorecord of the Work You distribute, publicly display, publicly perform, or publicly digitally perform. You may not offer or impose any terms on the Work that restrict the terms of this License or the ability of a recipient of the Work to exercise the rights granted to that recipient under the terms of the License. You may not sublicense the Work. You must keep intact all notices that refer to this License and to the disclaimer of warranties. When You distribute, publicly display, publicly perform, or publicly digitally perform the Work, You may not impose any technological measures on the Work that restrict the ability of a recipient of the Work from You to exercise the rights granted to that recipient under the terms of the License. This Section 4(a) applies to the Work as incorporated in a Collective Work, but this does not require the Collective Work apart from the Work itself to be made subject to the terms of this License. If You create a Collective Work, upon notice from any Licensor You must, to the extent practicable, remove from the Collective Work any credit as required by Section 4(b), as requested. If You create a Derivative Work, upon notice from any Licensor You must to the extent practicable, remove from the Derivative Work any credit as required by Section 4(b), as requested.

b. lf You distribute, publicly display, publicly perform, or publicly digitally perform the Work (as defined in Section 1 above) or any Derivative Works (as defined in Section 1 above) or Collective Works (as defined in Section 1 above), You must, unless a request has been made pursuant to Section 4(a), keep intact all copyright notices for the Work and provide, reasonable to the medium or means You are utilizing: (i) the name of the Original Author (or pseudonym, if applicable) if supplied, and/or (ii) if the Original Author and/or Licensor designate another party or parties (e.g. a sponsor Institute, publishing entity, journal) for attribution ("Attribution Parties") in Licensor's copyright notice, terms of service or by other reasonable means, the name of such party or parties; the title of the Work if supplied; to the extent reasonably practicable, the Uniform Resource Identifier, if any, that Licensor specifies to be associated with the Work, unless such URI does not refer to the copyright notice or licensing information for the Work; and, consistent with Section in the case of a Derivative Work, a credit identifying t11e use of the Work in the Derivative Work (e.g., "French translation of the Work by Original Author," or "Screenplay based on original Work

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by Original Author"). The credit required by this Section 4(b) may be implemented in any reasonable manner; provided, however, that in the case of a Derivative Work or Collective Work, at a minimum such credit will appear, if a credit for all contributing authors of the Derivative Work or Collective Work appears, then as part of these credits and in a manner at least as prominent as the credits for the other contributing authors. For the avoidance of doubt, You may only use the credit required by this Section for the pur·pose of attribution in the manner set out above and, by exercising Your rights under this License, You may not implicitly or explicitly assert or imply any connection with, sponsorship or endorsement by the Original Author, Licensor and/or Attribution Parties, as appropriate, of You or Your use of the Work, without the separate, express prior written permission of the Original Author, Licensor and/or Attribution Parties.

5. Representations, Warranties and Disclaimer

UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING, LICENSOR OFFERS THE WORK AS-IS AND ONLY TO THE EXTENT OF ANY RIGHTS HELD IN THE LICENSED WORK BY THE LICENSOR. THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MARKETABILITY, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF fMPLIED WARRANTlES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.

6. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE WORK, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Termination

a. This License and the rights granted hereunder will terminate automatically upon any breach by You of the terms of this License. Individuals or entities who have received Derivative Works (as defined in Section 1 above) or Collective Works (as defined in Section 1 above) from You under this License, 11owever, will not have their licenses terminated provided such individuals or entities remain in full compliance with those licenses. Sections 1, 2, 5, 6, 7, and 8 will survive any termination of this License.

b. Subject to the above terms and conditions, the license granted here is perpetual (for the duration of the applicable copyright in the Work). Notwithstanding the above, Licensor reserves the right to release the Work under different license terms or to stop distributing the Work at any timej provided, however that any such election will not serve to withdraw this License (or any other license that has been, or is required to be, granted under the terms of this License), and this License will continue in full force and effect unless terminated as stated above.

8. Miscellaneous

a. Each time You distribute or publicly digitally per·form the Work (as defined in Section 1 above) or a Collective Work (as defined in Section 1 above), the Licensor offers to the recipient a license to the Work on the same terms and conditions as the license granted to You under this License.

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b. Each time You distribute or publicly digitally perform a Derivative Work, Licensor offers to the recipient a license to the original Work on the same ter-ms and conditions as the license granted to You under this License.

c. If any provision of this License is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this License, and without further action by the parties to this agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

d. No term or provision of this License shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party to be charged with such waiver or consent.

e. This License constitutes the entire agreement between the parties with respect to the Work licensed here. There are no understandings, agreements or representations with respect to the Work not specified here. Licensor shall not be bound by any additional provisions that may appear in any communication from You. This License may not be modified without the mutual written agreement of the Licensor and You.

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Microsoft .NET Framework Rcdistributable EULA

IMPORT ANT: READ CAREFULLY-These Microsoft Corporation ("Microsoft") operating system components, including any "online" or electronic documentation ("OS Components") are subject to the terms and conditions of the agreement under which you have licensed the applicable Microsoft operating system product ("OS Product") described below (each an "End User License Agreement" or "EULA ") and the tem1s and conditions of this Supplemental EULA. BY INSTALLING, COPYING OR OTHERWISE USING THE OS COMPONENTS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDlTIONS OF THE APPLICABLE OS PRODUCT EULA AND THIS SUPPLEMENTAL EULA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, COPY OR USE THE OS COMPONENTS.

NOTE: IF YOU DO NOT HAVE A VALID EULA FOR Al\TY "OS PRODUCT" (MICROSOFT WINDOWS 98, WINDOWS ME, WINDOWS NT 4.0 (DESKTOP EDITION), WINDOWS 2000 OPERATING SYSTEM, WINDOWS XP PROFESSIONAL AND/OR WINDOWS XP HOME EDITION), YOU ARE NOT AUTHORIZED TO INSTALL, COPY OR OTHERWISE USE THE OS COMPONENTS AND YOU HAVE NO RIGHTS UNDER THIS SUPPLEMENTAL EULA.

Capitalized terms used in this Supplemental EULA and not otherwise defined herein shall have the meanings assigned to them in the applicable OS Product EULA.

General. The OS Components are provided to you by Microsoft to update, supplement, or replace existing functionality of the applicable OS Product Microsoft grants you a license to use the OS Components under the terms and conditions of the OS Product EULA for the applicable OS Product (which are hereby incorporated by reference) and the terms and conditions set forth in this Supplemental EULA, provided that you comply with all such terms and conditions. To the extent that any terms in this Supplemental EULA conflict with terms in the applicable OS Product EULA, the terms of this Supplemental EULA control solely with respect to the OS Components.

Additional Rights and Limitations.

*If you have multiple validly licensed copies oftbe applicable OS Product(s), you may reproduce, install and use one copy of the OS Components as part of such applicable OS Product(s) on all of your computers running validly licensed copies of the OS Product(s) provided that you use such additional copies of the OS Components in accordance with the terms and conditions above.

*You may conduct internal benchmark testing of the .NET Framework component of the OS Components (".NET Component"). You may disclose the results of any benchmark test of the .NET Component, provided that you comply with the following terms: (1) you must disclose all the information necessary for replication of the tests, including complete and accurate details or your benchmark testing methodology, the test scripts/cases, tuning parameters applied, hardware and software platforms tested, the name and version number of any third party testing tool used to conduct the testing, and complete source code for the benchmark suite/harness that is developed by or for you and used to test both !he .NET Component and the competing implemcntation(s); (2) you must disclose the date(s) that you conducted the benchmark tests, along with specific version information for all Microsoft software products tested, including the .NET Component; (3) your benchmark testing was performed using all performance tuning and best practice guidance set forth in the product documentation and/or on Microsoft's support web sites, and uses the latest updates, patches and fixes available for the .NET Component and the relevant Microsoft operating system; (4) it shall be sufficient if you make the disclosures provided for above at a publicly available location such as a website, so long as every public

138

disclosure of the results of your benchmark test expressly identifies the public site containing all required disclosures; and (5) nothing in this provision shall be deemed to waive any other right that you may have to conduct benchmark testing. The foregoing obligations shall not apply to your disclosure of the results of any customized benchmark test of the .NET Component, whereby such disclosure is made under confidentiality in conjunction with a bid request by a prospective customer, such customer's application(s) are specifically tested and the results are only disclosed to such specific customer. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsof1 shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the .NET Component, provided it complies with the same conditions above.

*Microsoft retains all right, title and interest in and to the OS Components. All rights not expressly granted arc reserved by Microsoft.

If THE APPLICABLE OS PRODUCT WAS LICENSED TO YOU BY MICROSOFT OR ANY OF ITS WHOLLY OWNED SUBSIDIARIES, THE LIMITED WARRANTY (IF ANY) INCLUDED IN THE APPLICABLE OS PRODUCT EULA APPLIES TO THE OS COMPONENTS PROVIDED THE OS COMPONENTS HAVE BEEN LICENSED BY YOU WITHIN THE TERM OF THE LIMITED WARRANTY IN THE APPLICABLE OS PRODUCT EULA. HOWEVER, THIS SUPPLEMENTAL EULA DOES NOT EXTEND THE TIME PERIOD FOR WHICH THE LIMITED WARRANTY IS PROVIDED.

IF THE APPLICABLE OS PRODUCT WAS LICENSED TO YOU BY AN ENTITY OTHER THAN MICROSOFT OR ANY OF ITS WHOLLY OWNED SUBSIDIARIES, MICROSOFT DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE OS COMPONENTS AS FOLLOWS:

DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABL~ LAW, MICROSOFT AND ITS SUPPLIERS PROVIDE TO YOU THE OS COMPONENTS, AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE OS COMPONENTS ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS; and Microsoft and its suppliers hereby disclaim with respect to THE os COMPONENTS AND SUPPORT SERVICES all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties or conditions of OR RELATED TO: TITLE, NON-INFRINGEMENT, merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, lack of negligence or lack of workmanlike effort, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION. The entire risk arising out of use or performance of the OS Components AND ANY SUPPORT SERVICES remains with you.

EXCLUSION OF Il\'CIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. To the maximum extent permitted by applicable law, in no event shall Microsoft or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for: loss of profits, LOSS OF confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to usc the OS Components OR THE SUPPORT SERVICES, OR the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of this Supplemental EULA, even if Microsoft or any supplier has been advised of the possibility of such damages.

LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOH ANY REASON WHATSOEVER (INCLUDING, WITHOUT

139

LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF MICROSOFT AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS SUPPLEMENTAL EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE OS COMPONENTS OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

Si vous avez acquis votre produit Microsoft au CANADA, le texte suivant vous conceme:

SI LE PRODUIT OS APPLICABLE VOUS A ETE CONCEDE SOUS LICENCE PAR MICROSOFT OU PAR L'UNE QUELCONQUE DE SES FILIALES A 100%, LA GARANTIE LlMITEE (SI ELLE EXISTE) APPLICABLE EN VERTU DU CONTRAT DE LICENCE UTILlSATEUR FINAL{« CLUF ») RELATIF ACE PRODUIT OS S'APPLIQUE AUX COMPOSANTS SYSTEME D'EXPLOITATION DE MICROSOFT Y COMPRIS TOUTE DOCUMENTATION« EN LIGNE » OU SOUS FORME ELECTRONIQUE (LES « COMPOSANTS OS ))), A CONDITION QUE CEUX-Cl VOUS AlENT ETE CONCEDES SOUS LICENCE PENDANT LA DUREE DE LA GARANTIE LIMITEE DU CLUF RELATIF AU PRODUIT OS APPLfCABLE. LE PRESENT CLUF SUPPLEMENTAIRE N'A PAS POUR EFFET DE PROROGER LA DUREE DE CETTE GARANTIE LIMITEE.

SI LE PRODUIT OS VOUS A ETE CONCEDE SOUS LICENCE PAR Uf-.,1£ ENTITI:: AUTRE QUE MICROSOFT OU QUE L'UNE QUELCONQUE DE SES FILIALES A 100%, MICROSOFT EXCLUT TO UTE GARANT IE RELA TJVE A UX COMPOSANTS OS COM ME CELA EST STlPULE CIAPRES:

EXCLUSION DE OARANTIE. DANS TOUTE LA MESURE PERMISE PARLE DROIT APPLICABLE, MICROSOFT ET SES FOURNISSEURS VOUS FOURNISSENT LES COMPOSANTS OS, AINSI QUE, LE CAS ECHEANT, TOUT SERVfCE D'ASSISTANCE RELATIF ACES COMPOSANTS OS (LES ~~sERVICES D'ASSISTANCE"), {{ COMME TELS ET AVEC TOUS LEURS DEFAUTS >>.EN OUTRE, MICROSOFT ET SES FOURNISSEURS EXCLUENT PAR LES PRESENTES TOUTE AUTRE GARANTIE LEGALE, EXPRESSE OU IMPLICITE, RELATIVE AUX COMPOS ANTS OS ETA UX SERVICES D'ASSIST A~CE, NOTAMMENT (LE CAS ECHEANT), TOUTE GARANTIE: DE PROPRIETE, D'ABSENCE DE CONTREFA<;::ON, DE QUALm"::, D'ADAPTATION A UN USAGE PARTICULIER, D'ABSENCE DE VIRUS, DE PRECISION, D'EXHAUSTIVfTE DES REPONSES, DES RE;SULTATS OBTENUS, D'ABSENCE DE NEGLIGENCE, OU DE DEFAUT DE FABRICATION, DE JOUISSANCE PAISIBLE, D'ABSENCE DE TROUBLE DE POSSESSION ET DE CONFORMITE A LA DESCRIPTION. VOUS ASSUMEZ L'ENSEMBLE DES RISQUES DECOULANT DE L'UTILISA TION OU DU FONCTIONNEMENT DES COMPOSANTS OS ET DES SERVICES D'ASSJSTANCE.

EXCLUSION DE RESPONSABILITE POUR LES DOMMAGES ACCESSOIRES, JNDIRECTS ET CERTAINS AUTRES TYPES DE DOMMAGES. DANS TOUTE LA MESURE PERMISE PARLE DROIT APPLICABLE, MICROSOFT OU SES FOURNISSEURS NE POURRONT EN AUCUN CAS ETRE TENUS RES PONS ABLES DE TOUT DOMMAGE SPECIAL, ACCESSOIRE, INCIDENT OU INDIRECT DE QUELQUE NATURE QUE CE SOlT (Y COMPRIS, MAIS NON DE FA CON LIMITATIVE, LES PERTES DE BENEFfCES, PERTES D'INFORMA TIONS CONFJDENTIELLES OU AUTRES INFORMATIONS, INTERRUPTIONS D'ACTJV!TE, PREJUDICES CORPORELS, A TTETNTES A LA VIE PRIVEE, MANQUEMENT A TO UTE OBLIGA TlON (NOTAMMENT L'OBL!GATION DE BONNE FOI ET DE DILIGENCE), NEGLIGENCE, ET POUR TOUTE PERTE

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PECUNIA IRE OU AUTRE DE QUELQUE NATURE QUE CE SOIT), RESULTANT DE, OU RELA TIFS A, L'UTILISATION OU L'IMPOSSIBILITE D'UTIL!SER LES COMPOSANTS OS OU LES SERVICES D'ASSISTANCE, OU LA FOURNITURE OU LE DEFAUT DE FOURNITURE DES SERVICES D'ASSISTANCE, OU AUTREMENT EN VERTU DE, OU RELATlVEMENT A, TOUTE DISPOSITION DE CE CLUF SUPPLEMENT AIR£, MEME SI LA SOCIETE MICROSOFT OU UN QUELCONQUE FOURNISSEUR A ETE PREVENU DE L'EVENTUALITE DE TELS DOMMAGES.

LIMIT A T!ON DE RESPONSABILITE ET RECOURS. NONOBST ANT TOUT DOMMAGE QUE VOUS POURRIEZ SUBIR POUR QUELQUE MOTIF QUE CE SOIT (NOTAMMENT TOUSLES DOMMAGES ENUME;RES CI-DESSUS ET TOUSLES DOMMAGES DIRECTS OU GENERAUX), L'ENT!ERE RESPONSABILITE DE MICROSOFT ET DE L'UN QUELCONQUE DE SES FOURNISSEURS AU TITRE DE TO UTE STIPULATION DE CE CLUF SUPPLEMENTAIRE ET VOTRE SEUL RECOURS EN CE QUI CONCERN£ TOUS LES DOMMAGES PRECITES NE SAURAIENT EXCEDER LEMONT ANT QUE VOUS A VEZ EFFECTIVEMENT PA YE POUR LES COMPOSANTS OS OU 5 DOLLARS US (US$ 5,00), SELON LE PLUS ELEVE DES DEUX MONT ANTS. LES PRESENTES LIMITATIONS ET EXCLUSIONS DEMEURERONT APPLICABLES DANS TOUTE LA MESURE PERMISE PARLE DROIT APPLICABLE QUAND BIEN MEME UN QUELCONQUE REMEDE A UN QUELCONQUE MANQUEMENT NE PRODUlRAIT PAS D'EFFET.

La presente Convention est re;gie par Jes lois de Ia province d'Ontario, Canada. Chacune des parties a la presente reconna!t irrevocablement la competence des tribunaux de I a province d'Ontario et consent a instituer tout litige qui pourrait decouler de Ia presente aupres des tribunaux situes dans le district judiciaire de York, province d'Ontario.

Au cas OLt vous auriez des questions concernant cette licence ou que vous dc;siricz vous mettre en rapport avec Microsoft pour quelquc raison que cc soit, veuillez contacter !a succursale Microsoft desservant votre pays, ou ecrire a : Microsoft Sales Information Center, One Microsoft Way, Redmond, Washington 98052-6399.

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ATTACHMENT B

GOVERNMENT PRICE LIST

INSTRUCTIONS:

To view the Government Price List for this contract, please follow the below URL.

www.immixTechnology.com

Then select the URL for GS-35F-0265X, and then the specific manufacturer. The Government Price List for that manufacturer is found under the "Contract Vehicles, Price/isis & Terms" section.

GS-35F-0265X Page GPL-1

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